[Federal Register: March 6, 2006 (Volume 71, Number 43)]
[Notices]
[Page 11271-11277]
[DOCID:fr06mr06-79]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-53383; File No. SR-PCX-2005-134]

Self-Regulatory Organizations; Pacific Exchange, Inc.; Order
Approving Proposed Rule Change and Amendment No. 1 and Notice of Filing
and Order Granting Accelerated Approval to Amendment No. 2 Relating to
the Certificate of Incorporation and Bylaws of Archipelago Holdings,
Inc.

February 27, 2006.

I. Introduction

    On December 5, 2005, pursuant to Section 19(b)(1) of the Securities
Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4 thereunder,\2\ the
Pacific Exchange, Inc. (``PCX'' or ``Exchange'') filed with the
Securities and Exchange Commission (``Commission'') a proposed rule
change in connection with the proposed merger (``Merger'') of New York
Stock Exchange, Inc., a New York Type A not-for-profit corporation
(``NYSE''), and Archipelago Holdings, Inc., a Delaware corporation and
the parent company of the Exchange (``Archipelago''). On December 15,
2005, the Exchange amended its proposal.\3\ The proposed rule change,
as amended, was published for comment on January 12, 2006.\4\ On
February 13, 2006, the Exchange filed Amendment No. 2.\5\ This order
approves the proposed rule change, as amended, grants accelerated
approval to Amendment No. 2 to the proposed rule change, and solicits

comments from interested persons on Amendment No. 2.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ Amendment No. 1 replaced PCX's original filing in its
entirety.
    \4\ Securities Exchange Act Release No. 53077 (January 9, 2006),
71 FR 2095.
    \5\ In Amendment No. 2, the Exchange clarified that the proposed
rule change would become operative concurrently with the closing of
the Merger. The complete text of Amendment No. 2 is available on the
Commission's Web site http://www.sec.gov/rules/sro.shtml, at the

Commission's Public Reference Room, at the Exchange, and on PCX's
Web site, http://www.pacificex.com.

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    After careful review, the Commission finds the proposed rule
change, as amended, is consistent with the requirements of the Act and
the rules and regulations thereunder applicable to a national
securities exchange.\6\ In particular, the Commission finds that the
proposed rule change, as amended, is consistent with Section 6(b)(1) of
the Act,\7\ which requires a national securities exchange to be so
organized and have the capacity to carry out the purposes of the Act
and to enforce compliance by its members and persons associated with
its members with the provisions of the Act, the rules or regulations
thereunder, and the rules of the exchange. The Commission also finds
that the proposed rule change, as amended, is consistent with Section
6(b)(5) of the Act,\8\ in that it is designed, among other things, to
prevent fraudulent and manipulative acts and practices, to promote just
and equitable principles of trade, to remove impediments to and perfect
the mechanism of a free and open market and a national market system,
and, in general, to protect investors and the public interest.
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    \6\ In approving this proposed rule change, the Commission has
considered the proposed rule's impact on efficiency, competition,
and capital formation. 15 U.S.C. 78c(f).
    \7\ 15 U.S.C. 78f(b)(1).
    \8\ 15 U.S.C. 78f(b)(5).
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A. Accelerated Approval of Amendment No. 2

    The Commission also finds good cause for approving Amendment No. 2
to the proposed rule change prior to the thirtieth day after publishing
notice of Amendment No. 2 in the Federal Register pursuant to Section
19(b)(2) of the Act.\9\
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    \9\ 15 U.S.C. 78s(b)(2). Pursuant to Section 19(b)(2) of the
Act, the Commission may not approve any proposed rule change, or
amendment thereto, prior to the thirtieth day after the date of
publication of the notice thereof, unless the Commission finds good
cause for so doing.
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    In Amendment No. 2, the Exchange represented that the proposed rule
change would be operative concurrently with the closing of the Merger.
Amendment No. 2 does not otherwise modify or change PCX's proposal. The
Commission believes that Amendment No. 2 clarifies the timing of the
rule changes proposed by PCX, raises no novel issues, and is consistent
with the Act. Therefore, the Commission finds good cause exists to
accelerate approval of Amendment No. 2, pursuant to Section 19(b)(2) of
the Act.\10\
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    \10\ 15 U.S.C. 78s(b)(2).
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B. Solicitation of Comment

    Interested persons are invited to submit written data, views, and
arguments concerning Amendment No. 2, including whether Amendment No. 2
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_ADDRESS>Please include

File Number SR-PCX-2005-134 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-PCX-2005-134. 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. 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
Amendment No. 2 of File Number SR-PCX-2005-134 and should be submitted
on or before March 27, 2006.

C. Comments on the Proposal

    The Commission received four comment letters on the proposed rule
change.\11\ PCX filed a response to the comment letters on February 9,
2006 and a further response on February 27, 2006.\12\ Each of the
commenters expressed concern about Gerald Putnam's fitness to serve as
an officer of NYSE Group, Inc. (``NYSE Group'') or to lead the NYSE
upon consummation of the Merger.\13\
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    \11\ See letters from James L. Kopecky, Attorney, James L.
Kopecky, P.C., to Christopher Cox, Chairman, Commission, dated
January 16, 2006 (``Kopecky Letter''); Michael Kanovitz, Attorney,
Loevy & Loevy, to Nancy M. Morris, Secretary, Commission, dated
February 2, 2006 (enclosing a statement from Lewis J. Borsellino to
the Commission); Philip J. Nathanson, Attorney, Philip J. Nathanson
& Associates, to Christopher Cox, Chairman, Commission, dated
February 3, 2006 (following up on the Kopecky Letter); and letter
from Fane Lozman to Christopher Cox, Chairman, Commission, dated
February 22, 2006, with attachments (responding to PCX Response to
Comments, infra note 12).
    \12\ See letters from Kevin J. P. O'Hara, Chief Administrative
Officer, General Counsel & Secretary, PCX, to Nancy M. Morris,
Secretary, Commission, dated February 8, 2006 (``PCX Response to
Comments'') and February 24, 2006.
    \13\ After the Merger, NYSE Group will be a publicly traded
company and the holding company for the businesses of the NYSE and
Archipelago. New York Stock Exchange LLC will be a wholly-owned
subsidiary of NYSE Group and will succeed to the registration of the
NYSE as a national securities exchange. Mr. Putnam is currently the
chairman of the board of directors and chief executive officer of
Archipelago and the chairman of PCX. Upon completion of the Merger,
it is intended that Mr. Putnam will be named as co-president and
chief operating officer of NYSE Group. See PCX Response to Comments,
supra note 12, at 2.
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    The issue of Mr. Putnam's fitness to serve as an officer or
director of a public company or the NYSE is not before the Commission
in the context of this rule filing. Pursuant to Section 19(b)(1) of the
Act,\14\ a self-regulatory organization (``SRO'') (such as PCX) is
required to file with the Commission any proposed rule or any proposed
change in, addition to, or deletion from the rules of such SRO.
Further, pursuant to Section 19(b)(2) of the Act,\15\ the Commission
shall approve a proposed rule change filed by an SRO if the Commission
finds that such proposed rule change is consistent with the
requirements of the Act and the rules and regulations thereunder
applicable to the SRO. PCX is not providing in this filing for any
particular person to serve as an officer or director of NYSE Group or
any of its subsidiaries. In addition, Section 19(h)(4) of the Act \16\
authorizes the Commission, if in its opinion such action is necessary
or appropriate in the public interest, for the protection of investors,
or otherwise in furtherance of the purposes of the Act, to remove or
censure an officer or director of a national securities exchange if it
finds, after notice and opportunity for a hearing, that such officer or
director has

willfully violated any provision of the Act, the rules or regulations
thereunder, or the rules of such exchange, willfully abused his
authority, or without reasonable justification or excuse has failed to
enforce compliance with any such provision by any member or person
associated with a member.
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    \14\ 15 U.S.C. 78s(b)(1).
    \15\ 15 U.S.C. 78s(b)(2).
    \16\ 15 U.S.C. 78s(h)(4).
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II. Discussion

    On April 20, 2005, the NYSE and Archipelago entered into an
Agreement and Plan of Merger (``Merger Agreement'').\17\ Following the
Merger, the businesses of the NYSE and Archipelago will be held under a
single, publicly traded holding company, NYSE Group. In the Merger,
NYSE members will receive cash and/or shares of NYSE Group common
stock, and Archipelago stockholders will receive solely shares of NYSE
Group common stock.
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    \17\ See Amendment No. 3 to the Registration Statement on Form
S-4, Registration No. 333-126780, filed with the Commission on
November 3, 2005, for a description of the Merger Agreement and the
transactions contemplated thereby. See also Securities Exchange Act
Release No. 53382 (February 27, 2006) (SR-NYSE-2005-77) (``NYSE
Order'').
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    PCX proposes to allow NYSE Group and its related persons to wholly
own and vote all of the outstanding capital stock of Archipelago upon
consummation of the Merger, subject to certain exceptions described
herein. PCX also proposes certain new rules of PCX and PCX Equities,
Inc. (``PCXE'') prohibiting certain relationships between NYSE Group
and PCX members. Finally, PCX proposes to amend the rules of PCX and
PCXE to impose restrictions on certain rights of PCX members with
respect to the nomination and election of the directors of PCX and
PCXE.

A. NYSE Group Ownership of Archipelago

    The Archipelago Certificate of Incorporation imposes certain
limitations on ownership and voting of Archipelago stock, unless waived
by the board of directors of Archipelago (``Archipelago Board'') and
approved by the Commission.
1. Current PCX Rules
a. Ownership Limitation in the Archipelago Certificate of Incorporation
    The Archipelago Certificate of Incorporation currently provides
that no person,\18\ either alone or together with its related
persons,\19\ may own beneficially shares of Archipelago stock
representing in the aggregate more than 40% of the then outstanding
votes entitled to be cast on any matter (``Ownership Limitation''). The
Ownership Limitation will apply unless and until (1) a person, either
alone or with its related persons, delivers to the Archipelago Board a
notice in writing regarding its intention to acquire shares of
Archipelago stock that would cause such person, either alone or with
its related persons, to own beneficially shares of stock of Archipelago
in excess of the Ownership Limitation, at least 45 days (or such
shorter period as the Archipelago Board may expressly consent) prior to
the intended acquisition, and (2) such person, either alone or with its
related persons, receives prior approval by the Archipelago Board and
the Commission to exceed the Ownership Limitation.\20\ Specifically,
(1) The Archipelago Board must adopt a resolution approving such person
and its related persons to exceed the Ownership Limitation, (2) the
resolution must be filed with the Commission under Section 19(b) of the
Act,\21\ and (3) such proposed rule change must be approved by the
Commission and become effective thereunder.\22\
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    \18\ See Archipelago Certificate of Incorporation, Article
Fourth H(2) for the definition of a ``Person.''
    \19\ See Archipelago Certificate of Incorporation, Article
Fourth H(3) for the definition of ``Related Persons.''
    \20\ Archipelago Certificate of Incorporation, Article Fourth
D(1)(a).
    \21\ 15 U.S.C. 78s(b).
    \22\ Archipelago Certificate of Incorporation, Article Fourth
D(1)(a).
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    Pursuant to the Archipelago Certificate of Incorporation, subject
to its fiduciary obligations under the Delaware General Corporation
Law, as amended (``DGCL''), before adopting any such resolution, the
Archipelago Board must first determine that: (1) Such acquisition of
beneficial ownership by such person, either alone or with its related
persons, would not impair any of Archipelago's, PCX's, or PCXE's
ability to discharge its responsibilities under the Act and the rules
and regulations thereunder and is otherwise in the best interests of
Archipelago and its stockholders; (2) such acquisition of beneficial
ownership by such person, either alone or with its related persons,
would not impair the Commission's ability to enforce the Act; and (3)
such person and its related persons are not subject to any statutory
disqualification.\23\
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    \23\ Archipelago Certificate of Incorporation, Article Fourth
D(1)(b). The term ``statutory disqualification'' is defined in
Section 3(a)(39) of the Act, 15 U.S.C. 78c(a)(39). In making such
determinations, the Archipelago Board may impose any conditions and
restrictions on such person and its related persons owning any
shares of stock of Archipelago entitled to vote on any matter as the
Archipelago Board in its sole discretion deems necessary,
appropriate, or desirable in furtherance of the objectives of the
Act and the governance of Archipelago. Archipelago Certificate of
Incorporation, Article Fourth D(1)(b).
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    In addition, the Archipelago Certificate of Incorporation provides
that for so long as Archipelago Exchange, L.L.C. (``ArcaEx'') remains a
facility of PCX and PCXE and the Facility Services Agreement among
Archipelago, PCX, and PCXE, dated as of March 22, 2002 (``Facility
Services Agreement''), which currently governs the regulatory
relationship of PCX and PCXE to ArcaEx, remains in full force and
effect, no Equity Trading Permit Holder (``ETP Holder''),\24\ either
alone or with its related persons, shall be permitted at any time to
own beneficially shares of Archipelago stock representing in the
aggregate more than 20% of the then outstanding votes entitled to be
cast on any matter.\25\ Furthermore, unlike the Ownership Limitation
described earlier, the Archipelago Certificate of Incorporation does
not give the Archipelago Board the authority to waive the 20% ownership
limitation with respect to ETP Holders and their related persons.
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    \24\ ``ETP Holder'' is defined in PCXE Rule 1.1.
    \25\ Archipelago Certificate of Incorporation, Article Fourth
D(2).
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b. Voting Limitation in the Archipelago Certificate of Incorporation
    The Archipelago Certificate of Incorporation also currently
provides that no person, either alone or with its related persons,
shall be entitled to (1) vote or cause the voting of shares of
Archipelago stock to the extent such shares represent in the aggregate
more than 20% of the then outstanding votes entitled to be cast on any
matter (``Voting Limitation'') or (2) enter into any agreement, plan,
or arrangement not to vote shares, the effect of which agreement, plan,
or arrangement would be to enable any person, either alone or with its
related persons, to vote, possess the right to vote, or cause the
voting of shares that would represent in the aggregate more than 20% of
the then outstanding votes entitled to be cast on any matter
(``Nonvoting Agreement Prohibition'').\26\ The Voting Limitation and
the Nonvoting Agreement Prohibition shall apply unless and until (1) a
person, either alone or with its related persons, delivers to the
Archipelago Board a notice in writing regarding such person's intention
to vote, possess the right to vote, or cause the voting of shares of
Archipelago stock that would cause such person, either alone or with
its related persons, to violate the Voting Limitation or the

Nonvoting Agreement Prohibition, at least 45 days (or such shorter
period as the Archipelago Board may expressly consent) prior to the
intended vote and (2) such person, either alone or with its related
persons, receives prior approval from the Archipelago Board and the
Commission to exceed the Voting Limitation or enter into an agreement,
plan, or arrangement not otherwise allowed pursuant to the Nonvoting
Agreement Prohibition.\27\ Specifically, (1) The Archipelago Board must
adopt a resolution approving such person and its related persons to
exceed the Voting Limitation or to enter into an agreement, plan, or
arrangement not otherwise allowed pursuant to the Nonvoting Agreement
Prohibition, (2) the resolution must be filed with the Commission under
Section 19(b) of the Act,\28\ and (3) such proposed rule change must be
approved by the Commission and become effective thereunder.\29\
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    \26\ Archipelago Certificate of Incorporation, Article Fourth
C(1).
    \27\ Archipelago Certificate of Incorporation, Article Fourth
C(2).
    \28\ 15 U.S.C. 78s(b).
    \29\ Archipelago Certificate of Incorporation, Article Fourth
C(2).
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    Pursuant to the Archipelago Certificate of Incorporation, subject
to its fiduciary obligations under the DGCL, before adopting any such
resolution, the Archipelago Board must first determine that: (1) The
exercise of such voting rights or the entering into of such agreement,
plan, or arrangement, as applicable, by such person, either alone or
with its related persons, would not impair Archipelago's, PCX's, or
PCXE's ability to discharge its responsibilities under the Act and the
rules and regulations thereunder and is otherwise in the best interests
of Archipelago and its stockholders; (2) the exercise of such voting
rights or the entering into of such agreement, plan, or arrangement
would not impair the Commission's ability to enforce the Act; (3) such
person and its related persons are not subject to any statutory
disqualification; \30\ and (4) in the case of a resolution to approve
the exercise of voting rights in excess of the Voting Limitation, for
so long as ArcaEx remains a facility of PCX and PCXE and the Facility
Services Agreement is in full force and effect, neither such person nor
its related persons are ETP Holders.\31\
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    \30\ See supra note 23.
    \31\ Archipelago Certificate of Incorporation, Article Fourth
C(3). In making such determinations, the Archipelago Board may
impose any conditions and restrictions on such person and its
related persons owning any shares of Archipelago stock entitled to
vote on any matter as the Archipelago Board in its sole discretion
deems necessary, appropriate, or desirable in furtherance of the
objectives of the Act and the governance of Archipelago. Id.
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c. Additional Matters Relating to OTP Holders and OTP Firms of PCX
    Archipelago's amended and restated bylaws (``Archipelago Bylaws'')
provide that the Archipelago Board will not adopt any resolution
waiving the Voting Limitation, the Nonvoting Agreement Prohibition, and
the Ownership Limitation with respect to any Options Trading Permit
Holder (``OTP Holder'') \32\ or Options Trading Permit Firm (``OTP
Firm'') \33\ or its related persons.\34\ PCX rules provide that for as
long as Archipelago controls, directly or indirectly, PCX, no OTP
Holder or OTP Firm, either alone or together with its related persons,
shall: (i) Own beneficially shares of Archipelago stock representing in
the aggregate more than 20% of the then outstanding votes entitled to
be cast on any matter; (ii) have the right to vote, vote, or cause the
voting of shares of Archipelago stock to the extent such shares
represent in the aggregate more than 20% of the then outstanding votes
entitled to be cast on any matter; or (iii) enter into any agreement,
plan, or arrangement not to vote shares of Archipelago stock, the
effect of which would enable any person, either alone or together with
its related persons, to vote, possess the right to vote, or cause the
voting of shares what would represent in the aggregate more than 20% of
the then outstanding votes entitled to be cast on any matter.\35\
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    \32\ ``OTP Holder'' is defined in PCX Rule 1.1.
    \33\ ``OTP Firm'' is defined in PCX Rule 1.1.
    \34\ Archipelago Bylaws, Section 6.8(d). This provision of the
Archipelago Bylaws may not be amended, modified, or repealed unless
such amendment, modification, or repeal is filed with and approved
by the Commission or approved by Archipelago stockholders voting not
less than 80% of the then outstanding votes entitled to be cast in
favor of any such amendment, modification, or repeal. Archipelago
Bylaws, Section 6.8(g). 35 See PCX Rules 3.4(a) and (b).
    \35\ See PCX Rules 3.4(a) and (b).
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2. Resolution of the Archipelago Board
    Under the terms of the Merger Agreement, NYSE Group will wholly own
and vote all of the outstanding capital stock of Archipelago upon
consummation of the Merger. Absent a waiver, the Merger would cause
NYSE Group to violate the Ownership Limitation and the Voting
Limitation. Accordingly, as required by the Archipelago Certificate of
Incorporation, on October 19, 2005, NYSE Group delivered a written
notice to the Archipelago Board requesting approval of its ownership
and voting of Archipelago stock in excess of the Ownership Limitation
and the Voting Limitation. On October 20, 2005, the Archipelago Board
adopted a resolution approving the request.\36\ The Exchange then filed
the resolution with the Commission under Section 19(b) of the Act \37\
and requested that, upon consummation of the Merger, NYSE Group be
allowed to wholly own and vote all the outstanding common stock of
Archipelago, either alone or with its related persons, except for any
related person of NYSE Group that is an ETP Holder, an OTP Holder, or
an OTP Firm.
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    \36\ In adopting the resolution approving NYSE Group's request,
the Archipelago Board determined that (1) the acquisition of
beneficial ownership of, and the exercise of voting rights with
respect to, 100% of the outstanding shares of Archipelago common
stock by NYSE Group, either alone or with its related persons, would
not impair any of Archipelago's, PCX's, or PCXE's ability to
discharge its responsibilities under the Act and the rules and
regulations thereunder and are otherwise in the best interests of
Archipelago and its stockholders; (2) such acquisition would not
impair the Commission's ability to enforce the Act; (3) neither NYSE
Group nor any of its related persons is subject to any statutory
disqualification; and (4) neither NYSE Group nor any of its related
persons is an ETP Holder, OTP Holder, or OTP Firm.
    \37\ 15 U.S.C. 78s(b).
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    The Commission notes that the NYSE Group Certificate of
Incorporation imposes certain restrictions on NYSE Group stockholders'
ability to own and vote shares of stock of NYSE Group similar to those
contained in the Archipelago Certificate of Incorporation and PCX
rules.\38\ These ownership and voting limitations are designed to
prevent a shareholder or group of shareholders acting together from
exercising undue influence or control over the operations of NYSE
Group's regulated subsidiaries, including PCX and NYSE Regulation, Inc.
(``NYSE Regulation''), which will carry out certain regulatory services
on behalf of PCX.\39\
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    \38\ The Commission is today approving proposed rule changes
filed by the NYSE in connection with the Merger. See NYSE Order,
supra note 17.
    \39\ PCX and NYSE Regulation intend to enter into a Regulatory
Services Agreement specifying the regulatory functions that NYSE
Regulation will perform.
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    Specifically, the NYSE Group Certificate of Incorporation provides
that no person, either alone or together with its related persons, may
at any time beneficially own shares of NYSE Group stock representing in
the aggregate more than 20% of the then outstanding votes entitled to
be cast on any matter.\40\ The

NYSE Group Certificate of Incorporation also provides that no person,
either alone or together with its related persons, will be entitled to
vote or cause the voting of shares of NYSE Group stock representing in
the aggregate more than 10% of the total number of votes entitled to be
cast on any matter, and no person, either alone or together with its
related persons, may acquire the ability to vote more than 10% of the
aggregate number of votes being cast on any matter by virtue of
agreements entered into with other persons not to vote shares of NYSE
Group's outstanding capital stock.\41\ Moreover, the NYSE Group
Certificate of Incorporation includes a provision restricting the NYSE
Group board of directors (``NYSE Group Board'') from waiving these
ownership and voting limitations for ETP Holders, OTP Holders, and OTP
Firms that is analogous to provisions in the current Archipelago
Certificate of Incorporation and Archipelago Bylaws. Specifically, like
Archipelago, the NYSE Group Board will be prohibited from waiving the
applicable ownership and voting limitations in excess of 20% for ETP
Holders, OTP Holders, and OTP Firms.\42\
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    \40\ In the event that a person, either alone or together with
its related persons, beneficially owns shares of stock of NYSE Group
in excess of the 20% threshold, such person and its related persons
will be obligated to sell promptly, and NYSE Group will be obligated
to purchase promptly, at a price equal to the par value of such
shares of stock and to the extent that funds are legally available
for such purchase, that number of shares necessary to reduce the
ownership level of such person and its related persons to below the
permitted threshold, after taking into account that such repurchased
shares will become treasury shares and will no longer be deemed to
be outstanding. See NYSE Order, supra note 17.
    \41\ NYSE Group will disregard any such votes purported to be
cast in excess of this limitation. See id.
    \42\ See id.
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    The Commission also notes that the NYSE Group Certificate of
Incorporation contains certain other provisions designed to facilitate
the ability of the regulated subsidiaries of NYSE Group and the
Commission to fulfill their regulatory and oversight obligations under
the Act. These provisions are analogous to provisions contained in the
Archipelago Certificate of Incorporation and the Archipelago Bylaws and
relate, in part, to the Commission's access to NYSE Group's books and
records, the Commission's jurisdiction over NYSE Group and its
officers, directors, and employees, the protection of confidential
information, and the filing with the Commission of amendments to NYSE
Group's governing documents. The Commission therefore finds that it is
consistent with the Act, in particular Section 6(b)(1) of the Act,\43\
to allow NYSE Group and its related persons, other than any related
person of NYSE Group that is an ETP Holder, OTP Holder, or OTP Firm, to
wholly own and vote all of the outstanding capital stock of
Archipelago.
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    \43\ 15 U.S.C. 78f(b)(1).
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B. Certain Relationships Between NYSE Group and OTP Holders, OTP Firms,
and ETP Holders

    Upon consummation of the Merger, NYSE Group will become the parent
company of Archipelago and the successor to the NYSE, New York Stock
Exchange LLC. To protect the integrity and independence of the
regulatory responsibilities of PCX and PCXE after the consummation of
the Merger, PCX and PCXE propose certain new rules designed to minimize
any potential conflicts of interest that may result from ownership
relationships or affiliations between OTP Holders, OTP Firms, and ETP
Holders, i.e., PCX members, on the one hand and NYSE Group and its
subsidiaries, including PCX and PCXE, on the other hand.
    Specifically, proposed PCX Rule 3.10 and proposed PCXE Rule 3.10
provide that, unless approved by the Commission, (a) no OTP Holder, OTP
Firm, or ETP Holder shall be affiliated \44\ with NYSE Group or any of
its affiliated entities, and (b) neither NYSE Group nor any of its
affiliates shall hold, directly or indirectly, an ownership interest in
any OTP Firm or ETP Holder. The proposed PCX and PCXE rules further
provide that any person who fails to meet the requirements described in
the preceding sentence shall not be eligible to become an OTP Holder,
OTP Firm, or ETP Holder, as the case may be.\45\ In addition, in the
event of any failure by any OTP Holder, OTP Firm, or ETP Holder to
comply with the applicable provisions of the proposed PCX Rule 3.10 and
proposed PCXE Rule 3.10, PCX or PCXE shall suspend all trading rights
and privileges of such OTP Holder, OTP Firm, or ETP Holder, as the case
may be, in accordance with the proposed PCX and PCXE rules, subject to
the procedures provided therein.\46\
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    \44\ A person ``affiliated'' with a specified person is a person
that directly, or indirectly through one or more intermediaries,
controls, is controlled by, or is under common control with, the
person specified. 17 CFR 240.12b-2.
    \45\ Proposed PCX Rule 3.10(c) and proposed PCXE Rule 3.10(c).
    \46\ The proposed PCX and PCXE rules provide that in the event
of any such failure to comply with proposed PCX Rule 3.10 and
proposed PCXE Rule 3.10, respectively, PCX or PCXE shall: (1)
Provide notice to the applicable OTP Holder, OTP Firm, or ETP
Holder, as the case may be, within five business days of learning of
the failure to comply; (2) allow the applicable OTP Holder, OTP
Firm, or ETP Holder fifteen calendar days to cure any such failure
to comply; (3) in the event that the applicable OTP Holder, OTP
Firm, or ETP Holder does not cure such failure to comply within such
fifteen calendar day cure period, schedule a hearing to occur within
thirty calendar days following the expiration of such fifteen
calendar day cure period; and (4) render its decision as to the
suspension of all trading rights and privileges of the applicable
OTP Holder, OTP Firm, or ETP Holder no later than ten calendar days
following the date of such hearing. Proposed PCX Rule 13.2(a)(2)(F)
and proposed PCXE Rule 11.2(a)(2)(v).
---------------------------------------------------------------------------

    The Commission finds that proposed PCX Rule 3.10 and proposed PCXE
Rule 3.10 are consistent with the Act, in particular Section 6(b)(1) of
the Act.\47\ These proposed rules are designed to minimize any
potential conflicts of interest that may result from ownership
relationships or affiliations between PCX members on the one hand and
NYSE Group and its affiliates, including PCX and PCXE, on the other
hand. By proscribing ownership and affiliation between these groups,
the Commission believes that proposed PCX Rule 3.10 and proposed PCXE
3.10 will help protect the integrity and independence of the regulatory
responsibilities of the Exchange after the consummation of the Merger.
---------------------------------------------------------------------------

    \47\ 15 U.S.C. 78f(b)(1).
---------------------------------------------------------------------------

C. Rights of OTP Holders and ETP Holders With Respect to the Nomination
and Election of Their Representatives to the PCX Board and PCXE Board

    The bylaws of PCX and PCXE (``PCX Bylaws'' and ``PCXE Bylaws,''
respectively) contain certain compositional requirements with respect
to the boards of directors of PCX and PCXE (``PCX Board'' and ``PCXE
Board,'' respectively). Specifically, the PCX Bylaws provide that at
least 20% of the directors of PCX shall consist of individuals
nominated by trading permit holders, with at least one director
nominated by ETP Holders and at least one director nominated by OTP
Holders.\48\ The PCXE Bylaws provide that at least 20% of the directors
(but no fewer than two directors) of PCXE shall be nominees of the ETP/
Equity ASAP Nominating Committee, as provided under PCXE Rule 3.\49\
The procedures for the nomination, appointment, and election of the
directors of PCX and PCXE are governed by PCX and PCXE rules.\50\ To
ensure that the director nomination and election processes of each of
PCX and PCXE are not subject to any undue influence from the
concentration of rights in any one OTP Holder \51\ or ETP Holder,
either alone or together with certain affiliates, PCX proposes to amend
its rules and PCXE's

rules to limit the participation of affiliated OTP Holders and ETP
Holders in the director nomination and election processes.
---------------------------------------------------------------------------

    \48\ PCX Bylaws, Section 3.02(a).
    \49\ PCXE Bylaws, Section 3.02(a).
    \50\ PCX Rule 3.2(b)(2) and PCXE Rule 3.2(b)(2).
    \51\ Even though OTP Firms also hold options trading permits,
they do not have any voting rights with respect to the nomination
and election of the OTP Holder representative on the PCX Board.
---------------------------------------------------------------------------

    Specifically, PCX rules currently provide that the PCX nominating
committee (``PCX Nominating Committee'') shall have seven members,
consisting of six OTP Holders and one person from the public. The PCX
Nominating Committee must nominate any candidate for these OTP Holders'
positions on the PCX Nominating Committee endorsed by the written
petition of the lesser of 35 OTP Holders or 10% of OTP Holders. PCX
proposes that no OTP Holder, either alone or together with (x) other
OTP Holders associated with the same OTP Firm that such OTP Holder is
associated with \52\ and (y) OTP Holders associated with OTP Firms that
are affiliated \53\ with the OTP Firm that such OTP Holder is
associated with, may account for more than 50% of the signatories to
the petition endorsing a particular petition nominee for an OTP
Holders' position on the PCX Nominating Committee.
---------------------------------------------------------------------------

    \52\ The term ``associated person of a broker or dealer'' means
any partner, officer, director, or branch manager of such broker or
dealer (or any person occupying a similar status or performing
similar functions), any person directly or indirectly controlling,
controlled by, or under common control with such broker or dealer,
or any employee of such broker or dealer, except that such term does
not include any person associated with a broker or dealer whose
functions are solely clerical or ministerial. 15 U.S.C. 78c(a)(18).
    \53\ See supra note 43.
---------------------------------------------------------------------------

    PCX rules also currently provide that, in the event that there are
more than six nominees to fill the OTP Holders' positions on the PCX
Nominating Committee as a result of petition by OTP Holders, the PCX
Nominating Committee must submit the nominees to OTP Holders for
election.\54\ PCX proposes that no OTP Holder, either alone or together
with (x) other OTP Holders associated with the same OTP Firm that such
OTP Holder is associated with and (y) OTP Holders associated with OTP
Firms that are affiliated with the OTP Firm that such OTP Holder is
associated with, may account for more than 20% of the votes cast for a
particular nominee for an OTP Holders' position on the PCX Nominating
Committee.
---------------------------------------------------------------------------

    \54\ PCX Rules 3.2(b)(2)(B).
---------------------------------------------------------------------------

    With respect to the nomination and election of the OTP Holder
representative on the PCX Board, PCX rules currently provide that, in
addition to the candidate nominated by the PCX Nominating Committee for
the OTP Holders' position on the PCX Board, the PCX Nominating
Committee must nominate any eligible candidate endorsed by the written
petition of the lesser of 35 OTP Holders or 10% of OTP Holders in good
standing on or before the tenth business day after the PCX Nominating
Committee publishes its nominee for the PCX Board.\55\ PCX proposes
that no OTP Holder, either alone or together with (x) other OTP Holders
associated with the same OTP Firm that such OTP Holder is associated
with and (y) OTP Holders associated with OTP Firms that are affiliated
with the OTP Firm that such OTP Holder is associated with, may account
for more than 50% of the signatories to the petition endorsing a
particular petition nominee for the OTP Holders' position on the PCX
Board.
---------------------------------------------------------------------------

    \55\ PCX Rule 3.2(b)(2)(C)(ii).
---------------------------------------------------------------------------

    In addition, PCX rules currently provide that if there are two or
more nominees for the PCX Holder's position on the PCX Board as a
result of petition by OTP Holders, the PCX Nominating Committee must
submit the contested nomination(s) to OTP Holders for election.\56\ PCX
proposes that no OTP Holder, either alone or together with (x) other
OTP Holders associated with the same OTP Firm that such OTP Holder is
associated with and (y) OTP Holders associated with OTP Firms that are
affiliated with the OTP Firm that such OTP Holder is associated with,
may account for more than 20% of the votes cast for a particular
nominee for the OTP Holders' position on the PCX Board.
---------------------------------------------------------------------------

    \56\ PCX Rule 3.2(b)(2)(C)(iii).
---------------------------------------------------------------------------

    Similarly, PCXE rules currently provide that the PCXE nominating
committee (``PCXE Nominating Committee'') shall have seven members,
consisting of six ETP Holders and one person from the public. The PCXE
Nominating Committee must nominate any candidate for these ETP Holders'
positions on the PCXE Nominating Committee endorsed by the written
petition of at least 10% of ETP Holders. PCX proposes that no ETP
Holder, either alone or together with other ETP Holders who are deemed
its affiliates,\57\ may account for more than 50% of the signatories to
the petition endorsing a particular petition nominee for an ETP
Holders' position on the PCXE Nominating Committee.
---------------------------------------------------------------------------

    \57\ See supra note 43.
---------------------------------------------------------------------------

    PCXE rules also currently provide that in the event that there are
more than six nominees to fill the ETP Holders' positions on the PCXE
Nominating Committee as a result of petition by ETP Holders, the PCXE
Nominating Committee must submit the nominees to ETP Holders for
election.\58\ PCX proposes that no ETP Holder, either alone or together
with other ETP Holders who are deemed its affiliates, may account for
more than 20% of the votes cast for a particular nominee for an ETP
Holders' position on the PCXE Nominating Committee.
---------------------------------------------------------------------------

    \58\ PCXE Rules 3.2(b)(2)(B)(iii).
---------------------------------------------------------------------------

    With respect to the nomination and election of the ETP Holder
representatives on the PCX Board and PCXE Board, PCXE rules currently
provide that in addition to the candidates nominated by the PCXE
Nominating Committee for the ETP Holders' positions on the PCX Board
and PCXE Board, the PCXE Nominating Committee must nominate any
eligible candidate endorsed by the written petition of at least 10% of
ETP Holders in good standing to the PCX Board or PCXE Board, as the
case may be, within the time period set forth in PCXE rules.\59\ PCX
proposes that no ETP Holder, either alone or together with other ETP
Holders who are deemed its affiliates, may account for more than 50% of
the signatories to a petition endorsing a particular petition nominee
for an ETP Holders' position on the PCX Board or PCXE Board.
---------------------------------------------------------------------------

    \59\ PCXE Rule 3.2(b)(2)(C)(i).
---------------------------------------------------------------------------

    In addition, PCXE rules also currently provide that if there are
three or more nominees for the ETP Holders' positions on the PCXE Board
or two or more nominees for the ETP Holder's position on the PCX Board,
the PCXE Nominating Committee shall submit the contested nomination(s)
to the ETP Holders for election.\60\ PCX proposes that no ETP Holder,
either alone or together with other ETP Holders who are deemed its
affiliates, may account for more than 20% of the votes cast for a
particular nominee for an ETP Holders' position on the PCX Board or
PCXE Board.\61\
---------------------------------------------------------------------------

    \60\ PCXE Rule 3.2(b)(2)(C)(ii).
    \61\ Aside from trading rights that such permit holders are
entitled to and rights described in this section, the Exchange
represents that permit holders have no other voting, nomination,
petition, or other rights under the organizational documents and
rules of PCX and PCXE, as applicable.
---------------------------------------------------------------------------

    The Commission finds that these proposed PCX and PCXE rules related
to the director nomination and election process are consistent with the
Act, in particular Section 6(b)(3) of the Act.\62\ These proposed rule
changes, which will limit the ability of affiliated OTP Holders or ETP
Holders to control such process, should serve to strengthen and improve
fair representation of all members. The Commission therefore believes
that the proposal will help to protect PCX and PCXE Boards from any

inappropriate influences of a group of related OTP Holders or ETP
Holders.
---------------------------------------------------------------------------

    \62\ 15 U.S.C. 78f(b)(3).
---------------------------------------------------------------------------

D. SIP Registration

    Section 11A(b)(1) of the Act \63\ provides for the registration
with the Commission of a securities information processor (``SIP'')
\64\ that is acting as an exclusive processor.\65\ Because ArcaEx
engages on an exclusive basis on behalf of the Exchange in collecting,
processing, or preparing for distribution or publication information
with respect to transactions or quotations on or effected or made by
means of a facility of the Exchange, it is an exclusive processor that
is required to register pursuant to Section 11A(b) of the Act.\66\
---------------------------------------------------------------------------

    \63\ 15 U.S.C. 78k-1(b)(1).
    \64\ See Section 3(a)(22)(A) of the Act, 15 U.S.C.
78c(a)(22)(A), for the definition of a SIP. A SRO is explicitly
excluded from the definition of a SIP.
    \65\ Section 3(a)(22)(B) of the Act, 15 U.S.C. 78c(a)(22)(B),
defines an exclusive processor. Rule 609 under the Act, 17 CFR
242.609, requires that the registration of a SIP be on Form SIP, 17
CFR 249.1001.
    \66\ 15 U.S.C. 78k-1(b)(1). A SRO that is an exclusive processor
is exempt from registration under Section 11A(b)(1) of the Act
because it is excluded from designation as a SIP.
---------------------------------------------------------------------------

    Section 11A(b)(1) of the Act \67\ provides that the Commission may,
by rule or order, upon its own motion or upon application by a SIP,
conditionally or unconditionally exempt any SIP from any provision of
Section 11A of the Act or the rules or regulation thereunder, if the
Commission finds that such exemption is consistent with the public
interest, the protection of investors, and the purposes of Section 11A
of the Act, including the maintenance of fair and orderly markets in
securities and the removal of impediments to and perfection of the
mechanism of a national market system.\68\
---------------------------------------------------------------------------

    \67\ 15 U.S.C. 78k-1(b)(1).
    \68\ 15 U.S.C. 78k-1(b)(1). See also Rule 609(c), 17 CFR
242.609(c).
---------------------------------------------------------------------------

    The Commission has determined to grant ArcaEx a temporary exemption
from registration under Section 11A(b)(1) of the Act and Rule 609
thereunder for a period of thirty (30) days from the date of closing of
the Merger, while an application for registration or an application for
an exemption pursuant to Section 11A(b)(1) of the Act and Rule 609
thereunder is prepared.\69\ The Commission also has determined to grant
a conditional continuation of the 30-day temporary exemption from
registration of ArcaEx, conditioned upon its filing of an application
for registration or application for an exemption from registration
within the 30-day time period. Such continuation shall continue for a
period of 90 days following the end of the 30-day period and will
afford interested persons an opportunity to submit written comments
concerning the application filed with the Commission.\70\
---------------------------------------------------------------------------

    \69\ See Securities Exchange Act Release No. 12079 (February 6,
1976) (order granting temporary exemption from SIP registration for
Nasdaq for (1) a period of 30 days following the consummation of the
sale of the Nasdaq system to the NASD and the assignment of the
NASD's rights in such purchase to Nasdaq, a subsidiary of the NASD
and (2) an additional period of ninety (90) days following the day
of publication of notice of filing of an application for
registration or exemption from registration, if such application is
received within the original 30 days). See also Securities Exchange
Act Release Nos. 13278 (February 17, 1977) (granting Bradford
National Clearing Corporation, which was to perform SIP functions
for the Pacific Exchange, a 90-day temporary exemption from
registration as a SIP pending Commission determination of Bradford's
application for a permanent exemption, such 90-day period to begin
from the consummation of the agreement calling for Bradford's
assumption of the SIP services) and 27957 (April 27, 1990), 55 FR
19140 (May 8, 1990) (granting the NASD a 90-day temporary exemption
from registration of its subsidiary, Market Services, Inc., which
was to operate the NASD's PORTAL market, as a SIP pending Commission
review of its application for registration filed with the
Commission).
    \70\ Publication of notice of the filing of an application for
registration is required by Section 11A(b)(3) of the Act, 15 U.S.C.
78k-1(b)(3).
---------------------------------------------------------------------------

    ArcaEx currently operates the equities trading facility of PCX and
is regulated as a facility of PCX.\71\ The Commission therefore finds
that such temporary exemptions are consistent with the public interest,
the protection of investors, and the purposes of Section 11A of the
Act. The exemptions are for a limited period of time during which the
Commission will have regulatory authority over ArcaEx.
---------------------------------------------------------------------------

    \71\ See Securities Exchange Act Release No. 44983 (October 25,
2001), 66 FR 55225 (November 1, 2001).
---------------------------------------------------------------------------

III. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the
Act,\72\ that the proposed rule change (SR-PCX-2005-134), as amended,
is approved and Amendment No. 2 is approved on an accelerated basis.
---------------------------------------------------------------------------

    \72\ 15 U.S.C. 78s(b)(2).
---------------------------------------------------------------------------

    It is therefore further ordered, pursuant to Section 11A(b)(1) of
the Act,\73\ that ArcaEx shall be exempt from registration as a
securities information processor for a period of thirty (30) days
following the date of closing of the Merger.
---------------------------------------------------------------------------

    \73\ 15 U.S.C. 78k-1(b)(1).
---------------------------------------------------------------------------

    It is therefore further ordered, pursuant to Section 11A(b)(1) of
the Act,\74\ that upon the filing by ArcaEx of an application for
registration or an exemption from registration as a securities
information processor within the 30-day period prescribed above, ArcaEx
shall be exempt from registration as a securities information processor
for an additional period of ninety (90) days following the end of the
original 30-day period.
---------------------------------------------------------------------------

    \74\ Id.

    By the Commission (Chairman Cox and Commissioners Glassman,
Atkins, Campos, and Nazareth).
Nancy M. Morris,
Secretary.
 [FR Doc. E6-3093 Filed 3-3-06; 8:45 am]

BILLING CODE 8010-01-P


AMERICAN CHEMISTRY COUNCIL

CENTER FOR THE POLYURETHANES INDSUTRY

SPF RESEARCH WORKGROUP

MEETING WITH FEDERAL AGENCIES

Date:	Friday, May 20, 2011

Time:	10:00 a.m. – 12:00 p.m. Eastern

Location: 	American Chemistry Council

	700 2nd Street, NE

	Washington, DC 20002

Welcome (L. Salamone)

Antitrust Reminder (K. Schmidt)

CPI SPF Research Workgroup Update (J. Chapman/C. Graham)

Analyzing for Total NCO

Trimming/Dust Study

Ventilation Study

Product Emissions Testing

Adjournment (All)

Lee Salamone

						Senior Director

Center for the Polyurethanes Industry

ANTITRUST CHECKLIST FOR AMERICAN CHEMISTRY COUNCIL MEETINGS

This antitrust checklist is for use by American Chemistry Council staff
and member representatives in the conduct of American Chemistry
Council-sponsored meetings.  Prohibited discussion topics apply equally
to social gatherings incidental to American Chemistry Council-sponsored
meetings.  The Checklist is not exhaustive and does not address
antitrust issues relating to activities other than American Chemistry
Council meetings.  Participants in American Chemistry Council meetings
also should be thoroughly familiar with: (1) “Antitrust Guide for
American Chemistry Council Committee Members”; and (2) “General
Principles Applicable to the Structure and Operations of Committees.”
Both of these documents may be found in the American Chemistry Council
Directory.

DO

Do ensure strict performance in areas of:

OVERSIGHT/SUPERVISION:

(	have an American Chemistry Council staff representative at each
American Chemistry Council-sponsored meeting (unless an exception has
been authorized by the appropriate American Chemistry Council vice
president);

(	consult with an attorney from Legal Shared Services on all antitrust
questions relating to American Chemistry Council-sponsored meetings;

(	limit meeting discussions to agenda topics (unless additional topics
have been approved by the appropriate American Chemistry Council staff
representative); and

(	provide each member company representative and American Chemistry
Council staff representative attending an American Chemistry
Council-sponsored meeting with a copy of this checklist, and have a copy
available for reference at all American Chemistry Council-sponsored
meetings.

RECORDKEEPING:

(	have an agenda and minutes which accurately reflect the matters which
occur;

(	provide agendas and minutes to Legal Shared Services for review and
approval in advance of distribution; and

(	fully describe the purposes and authorities of all task groups, work
groups, ad hoc or other standing committee subgroups in the minutes of
the appropriate parent committee.

VIGILANCE:

(	protest against any discussion or meeting activities, which appear to
violate this checklist; dissociate yourself from any such discussion or
activities and leave any meeting in which they continue.

DON’T

Don’t, in fact or appearance, discuss or exchange information on:

PRICES, INCLUDING:

(	individual company prices, price changes, price differentials,
markups, discounts, allowances, credit terms, etc.;

(	individual company data on costs, production, capacity, inventories,
sales, etc.; and

(	industry pricing policies, price levels, price changes, differentials,
etc.

PRODUCTION, INCLUDING:

(	plans of individual companies concerning the design, production,
distribution or marketing of particular products, including proposed
territories or customers; and

(	changes in industry production, capacity or inventories.

TRANSPORTATION RATES:

(	rates or rate policies for individual shipments, including basing
point systems, zone prices, freight equalization, etc.

MARKET PROCEDURES, INCLUDING:

(	company bids on contracts for particular products; company procedures
for responding to bid invitations; and

(	matters relating to actual or potential individual suppliers or
customers that might have the effect of excluding them from any market
or influencing the business conduct of firms toward them.

				Page   PAGE  2  of   NUMPAGES  2


Comment Info: =================

General Comment:Federal Register Notice Vol. 74. No. 14 / Friday, January 23, 2009

PHMSA-2008-0331  Columbia Gas Transmission


[Federal Register Volume 86, Number 24 (Monday, February 8, 2021)]
[Notices]
[Pages 8618-8622]
[FR Doc No: 2021-02518]

-----------------------------------------------------------------------

ENVIRONMENTAL PROTECTION AGENCY

[EPA-HQ-OAR-2020-0599; FRL-10017-95-OAR]

Notice of Request for Approval of Alternative Means of Emission
Limitation

AGENCY: Environmental Protection Agency (EPA).

ACTION: Notice and request for comments.

-----------------------------------------------------------------------

SUMMARY: This action provides public notice and solicits comment on a
request by Rohm and Haas Chemicals LLC, a subsidiary of The Dow
Chemical Company (Dow), under the Clean Air Act (CAA), for an
alternative means of emission limitation (AMEL) for the Standards of
Performance for Volatile Organic Liquid Storage Vessels, that would
apply to a proposed new vinyl acetate bulk storage tank to be used at
its chemical plant in Kankakee, Illinois.

DATES: Comments must be received on or before March 25, 2021.
    Public hearing: If anyone contacts us requesting a public hearing
on or before February 16, 2021, the EPA will hold a virtual public
hearing on February 23, 2021. Please refer to the SUPPLEMENTARY
INFORMATION section for additional information on the public hearing.

ADDRESSES: You may send comments, identified by Docket ID No. EPA-HQ-
OAR-2020-0599, by any of the following methods:
     Federal eRulemaking Portal: https://www.regulations.gov/
(our preferred method). Follow the online instructions for submitting
comments.
     Email<EMAIL_ADDRESS>Include Docket ID No. EPA-
HQ-OAR-2020-0599 in the subject line of the message.
     Fax:<PHONE_NUMBER>. Attention Docket ID No. EPA-HQ-OAR-
2020-0599.

     Mail: U.S. Environmental Protection Agency, EPA Docket
Center, Docket ID No. EPA-HQ-OAR-2020-0599, Mail Code 28221T, 1200
Pennsylvania Avenue NW, Washington, DC 20460.
     Hand Delivery or Courier (by scheduled appointment only):
EPA Docket Center, WJC West Building, Room 3334, 1301 Constitution
Avenue NW, Washington, DC 20004. The Docket Center's hours of operation
are 8:30 a.m.-4:30 p.m., Monday - Friday (except Federal holidays).
    Instructions. All submissions received must include the Docket ID
No. for this rulemaking. Comments received may be posted without change
to https://www.regulations.gov/, including any personal information
provided. For detailed instructions on sending comments and additional
information on the rulemaking process, see the SUPPLEMENTARY
INFORMATION section of this document. Out of an abundance of caution
for members of the public and our staff, the EPA Docket Center and
Reading Room are closed to the public, with limited exceptions, to
reduce the risk of transmitting COVID-19. Our Docket Center staff will
continue to provide remote customer service via email, phone, and
webform. We encourage the public to submit comments via https://www.regulations.gov/ or email, as there may be a delay in processing
mail and faxes. Hand deliveries and couriers may be received by
scheduled appointment only. For further information on EPA Docket
Center services and the current status, please visit us online at
https://www.epa.gov/dockets.

FOR FURTHER INFORMATION CONTACT: For questions about this action,
contact Ms. Angela Carey, Sector Policies and Programs Division (E143-
01), Office of Air Quality Planning and Standards (OAQPS), U.S.
Environmental Protection Agency, Research Triangle Park, North Carolina
27711; telephone number:<PHONE_NUMBER>; fax number:<PHONE_NUMBER>;
and email address<EMAIL_ADDRESS>
SUPPLEMENTARY INFORMATION:
    Participation in virtual public hearing. Please note that the EPA
is deviating from its typical approach for public hearings because the
President has declared a national emergency. Due to the current Centers
for Disease Control and Prevention (CDC) recommendations, as well as
state and local orders for social distancing to limit the spread of
COVID-19, the EPA cannot hold in-person public meetings at this time.
    To request a virtual public hearing, contact the public hearing
team at<PHONE_NUMBER> or by email at<EMAIL_ADDRESS>If
requested, the virtual hearing will be held on February 23, 2021. The
hearing will convene at 9:00 a.m. Eastern Time (ET) and will conclude
at 3:00 p.m. ET. The EPA may close a session 15 minutes after the last
pre-registered speaker has testified if there are no additional
speakers. The EPA will announce further details at https://www.epa.gov/stationary-sources-air-pollution/volatile-organic-liquid-storage-vessels-including-petroleum-storage.
    If a public hearing is requested, the EPA will begin pre-
registering speakers for the hearing upon publication of this document
in the Federal Register. To register to speak at the virtual hearing,
please use the online registration form available at https://www.epa.gov/stationary-sources-air-pollution/volatile-organic-liquid-storage-vessels-including-petroleum-storage or contact the public
hearing team at<PHONE_NUMBER> or by email at
<EMAIL_ADDRESS>The last day to pre-register to speak at the
hearing will be February 22, 2021. Prior to the hearing, the EPA will
post a general agenda that will list pre-registered speakers in
approximate order at: https://www.epa.gov/stationary-sources-air-pollution/volatile-organic-liquid-storage-vessels-including-petroleum-storage.
    The EPA will make every effort to follow the schedule as closely as
possible on the day of the hearing; however, please plan for the
hearing to run either ahead of schedule or behind schedule.
    Each commenter will have 5 minutes to provide oral testimony. The
EPA encourages commenters to provide the EPA with a copy of their oral
testimony electronically (via email) by emailing it to Angela Carey,
email address<EMAIL_ADDRESS>The EPA also recommends submitting
the text of your oral testimony as written comments to the rulemaking
docket.
    The EPA may ask clarifying questions during the oral presentations
but will not respond to the presentations at that time. Written
statements and supporting information submitted during the comment
period will be considered with the same weight as oral testimony and
supporting information presented at the public hearing.
    Please note that any updates made to any aspect of the hearing will
be posted online at https://www.epa.gov/stationary-sources-air-pollution/volatile-organic-liquid-storage-vessels-including-petroleum-storage. While the EPA expects the hearing to go forward as set forth
above, if requested, please monitor our website or contact the public
hearing team at<PHONE_NUMBER> or by email at<EMAIL_ADDRESS>to determine if there are any updates. The EPA does not intend to
publish a document in the Federal Register announcing updates.
    If you require the services of a translator or a special
accommodation such as audio description, please pre-register for the
hearing with the public hearing team at<PHONE_NUMBER> or by email at
<EMAIL_ADDRESS>and describe your needs by February 16, 2021.
The EPA may not be able to arrange accommodations without advance
notice.
    Docket. The EPA has established a docket for this rulemaking under
Docket ID No. EPA-HQ-OAR-2020-0599. All documents in the docket are
listed in Regulations.gov. Although listed, some information is not
publicly available, e.g., Confidential Business Information (CBI) or
other information whose disclosure is restricted by statute. Certain
other material, such as copyrighted material, is not placed on the
internet and will be publicly available only in hard copy. With the
exception of such material, publicly available docket materials are
available electronically in Regulations.gov.
    Instructions. Direct your comments to Docket ID No. EPA-HQ-OAR-
2020-0599. The EPA's policy is that all comments received will be
included in the public docket without change and may be made available
online at https://www.regulations.gov/, including any personal
information provided, unless the comment includes information claimed
to be CBI or other information whose disclosure is restricted by
statute. Do not submit electronically any information you consider to
be CBI or other information whose disclosure is restricted by statue.
This type of information should be submitted by mail as discussed
below.
    The EPA may publish any comment received to its public docket.
Multimedia submissions (audio, video, etc.) must be accompanied by a
written comment. The written comment is considered the official comment
and should include discussion of all points you wish to make. The EPA
will generally not consider comments or comment contents located
outside of the primary submission (i.e., on the Web, cloud, or other
file sharing system). For additional submission methods, the full EPA
public comment policy, information about CBI or multimedia submissions,
and general guidance on making effective comments, please visit

https://www.epa.gov/dockets/commenting-epa-dockets.
    The https://www.regulations.gov/ website allows you to submit your
comment anonymously, which means the EPA will not know your identity or
contact information unless you provide it in the body of your comment.
If you send an email comment directly to the EPA without going through
https://www.regulations.gov/, your email address will be automatically
captured and included as part of the comment that is placed in the
public docket and made available on the internet. If you submit an
electronic comment, the EPA recommends that you include your name and
other contact information in the body of your comment and with any
digital storage media you submit. If the EPA cannot read your comment
due to technical difficulties and cannot contact you for clarification,
the EPA may not be able to consider your comment. Electronic files
should not include special characters or any form of encryption and be
free of any defects or viruses. For additional information about the
EPA's public docket, visit the EPA Docket Center homepage at https://www.epa.gov/dockets.
    The EPA is temporarily suspending its Docket Center and Reading
Room for public visitors, with limited exceptions, to reduce the risk
of transmitting COVID-19. Our Docket Center staff will continue to
provide remote customer service via email, phone, and webform. We
encourage the public to submit comments via https://www.regulations.gov/ as there may be a delay in processing mail and
faxes. Hand deliveries or couriers will be received by scheduled
appointment only. For further information and updates on EPA Docket
Center services, please visit us online at https://www.epa.gov/dockets.
    The EPA continues to carefully and continuously monitor information
from the CDC, local area health departments, and our Federal partners
so that we can respond rapidly as conditions change regarding COVID-19.
    Submitting CBI. Do not submit information containing CBI to the EPA
through https://www.regulations.gov/ or email. Clearly mark the part or
all of the information that you claim to be CBI. For CBI information on
any digital storage media that you mail to the EPA, mark the outside of
the digital storage media as CBI and then identify electronically
within the digital storage media the specific information that is
claimed as CBI. In addition to one complete version of the comments
that includes information claimed as CBI, you must submit a copy of the
comments that does not contain the information claimed as CBI directly
to the public docket through the procedures outlined in Instructions
above. If you submit any digital storage media that does not contain
CBI, mark the outside of the digital storage media clearly that it does
not contain CBI. Information not marked as CBI will be included in the
public docket and the EPA's electronic public docket without prior
notice. Information marked as CBI will not be disclosed except in
accordance with procedures set forth in 40 Code of Federal Regulations
(CFR) part 2. Send or deliver information identified as CBI only to the
following address: OAQPS Document Control Officer (C404-02), OAQPS,
U.S. Environmental Protection Agency, Research Triangle Park, North
Carolina 27711, Attention Docket ID No. EPA-HQ-OAR-2020-0599. Note that
written comments containing CBI and submitted by mail may be delayed
and no hand deliveries will be accepted.
    Acronyms and abbreviations. We use multiple acronyms and terms in
this document. While this list may not be exhaustive, to ease the
reading of this document and for reference purposes, the EPA defines
the following terms and acronyms here:

AMEL alternative means of emission limitation
CAA Clean Air Act
CBI Confidential Business Information
CFR Code of Federal Regulations
EPA Environmental Protection Agency
HAP hazardous air pollutant(s)
MTVP maximum true vapor pressure
NESHAP national emission standards for hazardous air pollutants
NSPS new source performance standards
OAQPS Office of Air Quality Planning and Standards
PRD pressure relief device
PRV pressure relief valve
scf standard cubic feet
VAM vinyl acetate monomer
VOC volatile organic compound(s)

    Organization of this document. The information in this document is
organized as follows:

I. Background
II. Request for AMEL
III. AMEL for the Rohm and Haas Chemicals LLC facility
IV. Request for Comments

I. Background

    Rohm and Haas is requesting an AMEL for the Standards of
Performance for Volatile Organic Liquid Storage Vessels, 40 CFR part
60, subpart Kb (40 CFR 60.112b), that would apply to a proposed new
vinyl acetate bulk storage tank to be used at its chemical plant in
Kankakee, Illinois. In this Federal Register document, the EPA is
soliciting comment on all aspects of this AMEL request, including the
corresponding operating conditions that would demonstrate that the
requested AMEL would achieve a reduction in emissions of volatile
organic compounds (VOC) at least equivalent to the reduction in
emissions required by the new source performance standards (NSPS) at 40
CFR 60.112b. The AMEL request states that a new storage tank will be
installed at the site to replace the existing vinyl acetate monomer
(VAM) (CAS 108-05-4) tank (TK-72). Such tank functions as a buffer for
the facility's manufacturing needs between bulk deliveries of VAM. The
facility receives VAM predominantly by railcar, but occasionally some
VAM is supplied via tank truck. Due to the facility's demand for VAM,
the tank experiences a significant number of turnovers per year.
    Because the new storage tank will be used to store VAM, a volatile
organic liquid as defined at 40 CFR 60.111b, it is subject to NSPS
subpart Kb. Rohm and Haas is submitting this AMEL request because the
proposed tank design does not contain either an external or internal
floating roof or a closed vent system and control device that are
specified by 40 CFR 60.112b; rather, it is designed to reduce emissions
through vapor balancing and pressure containment. Rohm and Haas states
that breathing losses will not occur from the proposed new tank because
there are no vents and the tank can withstand pressures up to 9 pounds
per square inch gauge (psig) before activation of a pressure relief
device (PRD). Rohm and Haas further states that the proposed system
will control emissions from working losses by complying with the
requirements associated with the use of a vapor balancing system in the
National Emission Standards for Organic Hazardous Air Pollutants
(NESHAP) from the Synthetic Organic Chemical Manufacturing Industry for
Process Vents, Storage Vessels, Transfer Operations, and Wastewater, 40
CFR part 63, subpart G.\1\
---------------------------------------------------------------------------

    \1\ Rohm and Haas states in its application that ``[c]ompliance
with 40 CFR 119(g) will address both working losses and breathing
losses from this tank.'' Rohm and Haas letter at 1. To the extent
that Rohm and Haas is suggesting 40 CFR 119(g) addresses breathing
losses, we disagree; rather, as discussed in the prior sentence,
breathing losses are addressed through pressure containment.
---------------------------------------------------------------------------

    The VOC standards at 40 CFR 60.112b were established as work
practice standards pursuant to CAA section 111(h)(1). For standards
established according to that provision, CAA section 111(h)(3) allows
the EPA to

permit the use of an AMEL by a source if, after notice and opportunity
for public hearing, it is established to the Administrator's
satisfaction that such AMEL will achieve emissions reductions at least
equivalent to the reductions required under the applicable CAA section
111(h)(1) standards. NSPS subpart Kb also includes specific regulatory
provisions (i.e., 40 CFR 114b) allowing sources to request an AMEL for
the VOC standards at 40 CFR 112b.
    Rohm and Haas included in its AMEL application information to
demonstrate that the proposed bulk storage tank, through its vapor
balancing system and pressure containment design, will achieve a
reduction in emissions at least equivalent to the reduction in
emissions achieved by the VOC standards at 40 CFR 60.112b. Rohm and
Haas's AMEL request was submitted on June 17, 2020. For Rohm and Haas's
AMEL request, including any supporting materials Rohm and Haas
submitted, see Docket ID No. EPA-HQ-OAR-2020-0599.

II. Request for AMEL

    Pursuant to 40 CFR 60.114b, Rohm and Haas is seeking an AMEL for
the VOC standards set forth at 40 CFR 60.112b for a proposed bulk
storage tank to be used at its chemical plant in Kankakee, Illinois.
Rohm and Haas's application includes an engineering evaluation to
support its request, as required by 40 CFR 60.114b(c).\2\ We,
therefore, deem this AMEL application by Rohm and Haas to be complete.
Rohm and Haas submitted this AMEL request because the proposed tank
design does not contain either an external or internal floating roof or
a closed vent system and control device that are specified by 40 CFR
60.112b. Rohm and Haas is proposing an alternative tank design that
will eliminate breathing losses by storing material in a pressure tank
and control working losses using vapor balancing.
---------------------------------------------------------------------------

    \2\ As explained in the preamble to the proposed NSPS subpart
Kb, equivalence ``could be demonstrated by a number of methods
including: (1) An actual emissions test that uses a full size or
scale-model storage vessel that accurately collects and measures all
VOC emissions from the storage vessel, or (2) an engineering
evaluation as approved by the Administrator.'' (Emphasis added). 49
FR 29698, 29706 (July 23, 1984).
---------------------------------------------------------------------------

    The information provided by Rohm and Haas states that the proposed
new tank is an American Petroleum Institute (API)-620, 160,000 gallon
(approximately 600 cubic meter) fixed-roof storage tank used for the
storage of VAM. An API-620 specification tank is designed to contain
pressures up to 15 psig. According to Rohm and Haas, breathing losses
will not occur because there are no vents, and the tank can withstand
pressures up to 9 psig before activation of a PRD. Rohm and Haas's
engineering evaluation indicates the tank is not expected to exceed
these pressures. The published vapor pressure of VAM is 1.72 pounds per
square inch (psi) (89.1 millimeters of mercury) at 68 degrees
Fahrenheit ([deg]F); however, the EPA defines the maximum true vapor
pressure (MTVP) as the vapor pressure of a specific material at the
maximum average monthly temperature, which is 74.7 [deg]F and occurs
during the month of July in the Kankakee locale. At the specified
maximum temperature, using the Antoine equation and appropriate
coefficients, the MTVP of vinyl acetate was estimated to be 2.09 psi,
which is well below the 9 psig rupture disk and PRD settings for the
proposed tank. Therefore, PRDs will be designed to open only in
emergency instances (i.e., external fire or uncontrolled
polymerization).
    The PRDs will consist of two pressure relief assemblies. The
primary assembly will include in series a rupture disk, a pressure
indicator, and a pressure relief valve (PRV). The rupture disk and PRV
will both be set at 9 psig. The purpose of this assembly is to provide
early controlled remediation in case of fire/polymerization/over-
pressurization. Because the PRV is downstream of the rupture disk, the
design will allow the assembly to return to its closed position once
the pressure release event ends. The secondary pressure relief assembly
will consist of a rupture disk set at 13 psig, followed by a pressure
indicator. This assembly is designed to contain extreme fire/
polymerization in the event the first assembly is unable to do so. In
such event, the rupture disk will vent to protect against vessel
rupture.
    To demonstrate that the PRV does not open, the tank vapor space
pressure and the space between the rupture disk and PRV will be
continuously monitored for pressure and recorded. If a release occurs,
a new rupture disk will be installed, and the corresponding PRV will be
reseated properly. This PRV will be checked quarterly to ensure the PRV
is seated properly using EPA Method 21 following 40 CFR
63.119(g)(5)(i), part of the vapor balancing provisions in NESHAP
subpart G (40 CFR 63.119(g)). In the event that a PRV opens, this would
qualify as an excess emission event and must be reported on the
semiannual compliance report. If designed and operated as described
above, there will not be any emission events, therefore, this
alternative is equivalent with the standard.
    No PRD on the storage tank, railcar, or tank truck is expected to
open during loading or as a result of diurnal temperature changes
(breathing losses). During filling of the tank, any displaced vapors
will be collected and routed through the vapor balancing line. There
are no PRDs associated with the vapor balancing line itself, and the
PRDs on the railcar are set at 165 psig and tank trucks are set between
25 to 50 psig to prevent an opening of a PRD while the vessel is being
unloaded.
    The tank will also be equipped with a vacuum relief system that
will be used when VAM is transferred to the process area, and both the
vacuum relief system and a vapor balance system will be used when VAM
is added to the tank. The vacuum relief system only serves to allow
ambient air into the tank's head space to equalize pressure decreases
as material is removed. The vapor balance system operation collects and
contains vapors discharged during tank filling operations.
    In its request, Rohm and Haas states that the proposed tank would
comply with the vapor balancing requirements in NESHAP subpart G, 40
CFR 63.119(g) to confirm proper vapor balancing.
    The facility unloads VAM from tank trucks or railcars, which are
connected to the tank system's vapor balance system. The Kankakee
facility's bulk unloading Standard Operating Procedure requires that
each U.S. Department of Transportation (DOT)-specification tank truck
or railcar containing vinyl acetate be inspected to verify that its DOT
qualification inspections and tests are current. VAM will be unloaded
only from tank trucks or railcars which are connected to the tank
system's vapor balance system.
    The site will require that railcars and tank trucks that deliver
VAM will be reloaded or cleaned only at facilities which utilize the
control techniques specified at 40 CFR 63.119(g)(6)(i) or (ii) of
NESHAP subpart G. The site will mandate that each railcar or tank truck
is connected to a closed-vent system with a control device that reduces
inlet emissions of HAP by 95 percent by weight or greater.
    The Kankakee facility will request, maintain, and submit to the
Administrator a written certification from the VAM supplier that each
supplier's current reloading or cleaning facility meets the above
requirements. If the supplier(s) of the VAM changes in the future, the
Kankakee facility will obtain a written certification that the new
supplier(s) meet these requirements.
    Rohm and Haas believes that this tank, as designed and operated,
will

result in a reduction in emissions equivalent to or better than the
amount achieved by the VOC standards set forth in 40 CFR 60.112b of
NSPS subpart Kb. Rohm and Haas, therefore, asks that the EPA approve
this AMEL request.

III. AMEL for the Rohm and Haas Chemicals LLC Facility

    Based upon our review of the AMEL request, we believe that, by
complying with the operating conditions specified below, the proposed
new tank at Dow's Rohm and Haas Chemicals LLC facility will achieve
emission reductions at least equivalent to reduction in emissions
required by NSPS subpart Kb, 40 CFR 60.112b. We are seeking the
public's input on this request. Specifically, the EPA seeks the
public's input on the conditions specified in this document in the
following paragraphs.
    (1) No PRD on the storage tank, or on the railcar or tank truck,
shall open during loading or as a result of diurnal temperature changes
(breathing losses).
    (2) Both PRDs on the storage tank must be set to release at no less
than 9 psig at all times. Any release from a PRD as indicated by
pressure reading greater than 9 psig is an excess emissions event. To
demonstrate that the PRD does not open, the tank vapor space pressure
and the space between the rupture disk and PRD will be continuously
monitored for pressure and recorded. If a release occurs, the tank must
follow 40 CFR 63.165(d)(2).
    (3) Each of the PRDs and components of the vapor collection system
on the tank must be monitored on a quarterly basis, using EPA Method
21. An instrument reading of 500 parts per million by volume or greater
is an excess emissions event.
    (4) VAM must be transferred from either railcars or truck trailers
via welded steel piping into the new bulk storage tank. The tank must
be equipped with a welded steel vapor balance line that returns
displaced vinyl acetate vapors from the headspace within the tank to
the railcar or tank truck during tank filling operations. The vapor
balance line must be hard piped from the tank, crossing a pipe bridge,
before terminating at the off-loading station. The tank vapor balance
line must not contain any PRDs or release points. Displaced vapors must
be transferred to a vapor return fitting on the offloading bulk vehicle
through a hose from the offloading station. Both the transfer hoses and
the vapor balance return line must incorporate dry-disconnect fittings
to prevent vapor discharge to the atmosphere when the line is not
connected. Tank trucks and railcars must have a current certification
in accordance with the DOT pressure test requirements of 49 CFR part
180 for tank trucks and 49 CFR 173.31 for railcars. Railcars, tank
trucks, or barges that deliver VAM to a storage tank must be reloaded
or cleaned at a facility that utilizes the control techniques specified
in paragraph (4)(a) or (b).
    (a) The railcar, tank truck, or barge must be connected to a
closed-vent system with a control device that reduces inlet emissions
of VAM by 95 percent by weight or greater.
    (b) A vapor balancing system designed and operated to collect
organic VAM vapor displaced from the tank truck or railcar during
reloading must be used to route the collected HAP vapor to the storage
tank from which the liquid being transferred originated.
    (5) Rohm and Haas must submit to the Administrator a written
certification that the reloading or cleaning facility meets the
requirements of paragraph 4; and the requirements for closed vent
system and control device specified at 40 CFR 63.119 through 63.123.
The notification and reporting requirements at 40 CFR 63.122 do not
apply to the owner or operator of the offsite cleaning or reloading
facility.
    (6) Recordkeeping requirements.
    (a) The facility must keep a record of the equipment to be used and
the procedures to be followed when reloading the railcar, tank truck,
or barge and displacing vapors to the storage tank from which the
liquid originates, as well as a record of all components of the PRDs,
including PRVs and rupture disks.
    (b) Records must be kept as long as the storage vessel is in
operation.
    (7) Reporting requirements. The facility must submit excess
emissions and monitoring systems performance reports to the
Administrator semiannually. All reports must be postmarked by the 30th
day following the end of each 6-month period. Written reports of excess
emissions must include the following information:
    (a) The date and time of commencement and completion of each time
period of excess emissions. The process operating time during the
reporting period.
    (b) The date and time identifying each period during which the
continuous monitoring system was inoperative except for zero and span
checks and the nature of the system repairs or adjustments.
    (c) The report must include a list of the affected sources or
equipment, an estimate of the volume of VAM emitted, and a description
of the method used to estimate the emissions.
    (d) When the continuous pressure monitoring systems have not been
inoperative, repaired, or adjusted, such information shall be stated in
the report.

IV. Request for Comments

    We solicit comments on all aspects of Rohm and Haas's requests for
approval of an AMEL for these new requirements to be used to comply
with the applicable standards. We specifically seek comment regarding
whether or not the operating requirements listed in section III above
will achieve emission reductions at least equivalent to emissions being
controlled by complying with the applicable requirements in the 40 CFR
part 60, subpart Kb, Standards of Performance for Volatile Organic
Liquid Storage Vessels requirements in 40 CFR 60.112b.

    Dated: December 8, 2020.
Panagiotis Tsirigotis,
Director, Office of Air Quality Planning and Standards.
[FR Doc. 2021-02518 Filed 2-5-21; 8:45 am]
BILLING CODE 6560-50-P


[Federal Register Volume 81, Number 245 (Wednesday, December 21, 2016)]
[Notices]
[Pages 93725-93727]
[FR Doc No: 2016-30740]

=======================================================================
-----------------------------------------------------------------------

DEPARTMENT OF TRANSPORTATION

Federal Railroad Administration

[Docket No. FRA-2016-0002-N-26]

Proposed Agency Information Collection Activities; Comment
Request

AGENCY: Federal Railroad Administration (FRA), U.S. Department of
Transportation (DOT).

ACTION: Notice and request for comments.

-----------------------------------------------------------------------

SUMMARY: On October 18, 2016, under its emergency processing
procedures, the Office of Management and Budget (OMB) approved the
information collection activities associated with FRA's Railworthiness
Directive No. 2016-01. This 6-month approval expires on April 30, 2017.
Since OMB's approval of the information collection activities
associated with Railworthiness Directive No. 2016-01, on November 18,
2016, FRA issued a revised Railworthiness Directive which supersedes
the original Directive. FRA is now seeking approval for the revised
information collection activities and associated burden listed below.
Before submitting this information collection request (ICR) to OMB for
approval, FRA is soliciting public comment on specific

aspects of the activities, which are identified in this notice.

DATES: Comments must be received no later than February 21, 2017.

ADDRESSES: Submit written comments on any or all of the following
proposed activities by mail to either: Mr. Robert Brogan, Information
Collection Clearance Officer, Office of Railroad Safety, Regulatory
Analysis Division, RRS-21, Federal Railroad Administration, 1200 New
Jersey Avenue SE., Mail Stop 25, Washington, DC 20590; or Ms. Kim
Toone, Information Collection Clearance Officer, Office of Information
Technology, RAD-20, Federal Railroad Administration, 1200 New Jersey
Avenue SE., Mail Stop 35, Washington, DC 20590. Commenters requesting
FRA to acknowledge receipt of their respective comments must include a
self-addressed stamped postcard stating, ``Comments on OMB Control
Number 2130-0616.'' Alternatively, comments may be faxed to (202) 493-
6216 or<PHONE_NUMBER>, or emailed to Mr. Brogan at
<EMAIL_ADDRESS>or Ms. Toone at<EMAIL_ADDRESS>Please refer
to the assigned OMB control number in any correspondence submitted. FRA
will summarize comments received in response to this notice in a
subsequent notice and include them in its information collection
submission to OMB for approval.

FOR FURTHER INFORMATION CONTACT: Mr. Robert Brogan, Information
Collection Clearance Officer, Office of Railroad Safety, Regulatory
Safety Analysis Division, RRS-21, Federal Railroad Administration, 1200
New Jersey Avenue SE., Mail Stop 25, Washington, DC 20590 (telephone:
(202) 493-6292) or Ms. Kim Toone, Information Collection Clearance
Officer, Office of Information Technology, RAD-20, Federal Railroad
Administration, 1200 New Jersey Avenue SE., Mail Stop 35, Washington,
DC 20590 (telephone:<PHONE_NUMBER>). (These telephone numbers are not
toll free.)

SUPPLEMENTARY INFORMATION: The PRA, 44 U.S.C. 3501-3520, and its
implementing regulations, 5 CFR part 1320, require Federal agencies to
provide 60 days' notice to the public to allow comment on information
collection activities before seeking OMB approval to implement them. 44
U.S.C. 3506(c)(2)(A); 5 CFR 1320.8(d)(1), 1320.10(e)(1), 1320.12(a).
Accordingly, FRA invites interested persons to comment on the following
summary of proposed information collection activities regarding: (1)
Whether the information collection activities are necessary for FRA to
properly execute its functions, including whether the activities will
have practical utility; (2) the accuracy of FRA's estimates of the
burden of the information collection activities, including the validity
of the methodology and assumptions used to determine the estimates; (3)
ways for FRA to enhance the quality, utility, and clarity of the
information being collected; and (4) ways for FRA to minimize the
burden of information collection activities on the public by automated,
electronic, mechanical, or other technological collection techniques
and other forms of information technology (e.g., permitting electronic
submission of responses). See 44 U.S.C. 3506(c)(2)(A)(i)-(iv); 5 CFR
1320.8(d)(1)(i)-(iv).
    FRA believes soliciting public comment will promote its efforts to
reduce the administrative and paperwork burdens associated with the
collection of information that its actions mandate. In summary, FRA
reasons that comments received will advance three objectives: (1)
Reduce reporting burdens; (2) organize information collection
requirements in a ``user-friendly'' format to improve the use of such
information; and (3) accurately assess the resources expended to
retrieve and produce information requested. See 44 U.S.C. 3501.
    Below is a brief summary of currently approved information
collection activities that FRA will submit for clearance by OMB as
required under the PRA:
    Title: RAIL WORTHINESS DIRECTIVE (RWD) RWD No. 2016-01 [REVISED]
(previously approved by OMB under the title Railworthiness Directive
for Certain Tank Cars Equipped with Bottom Outlet Valve Assembly and
Constructed by American Railcar Industries and ACF Industries).
    OMB Control Number: 2130-0616.
    Abstract: An FRA investigation identified a certain design of
specification DOT-111 tank cars that American Railcar Industries, Inc.
(ARI) and ACF Industries, LLC (ACF) manufactured using welding
practices not in conformance with Federal regulations and Association
of American Railroads' welding specifications. The cars are built to
the ARI and ACF 300 stub sill design and are equipped with a two-piece
cast sump and bottom outlet valve (BOV) skid. As a result of the
nonconforming welding practices, these cars may have substantial weld
defects at the sump and BOV skid groove attachment welds, potentially
affecting each tank car tank's ability to retain its contents during
transportation. On September 30, 2016, FRA issued Railworthiness
Directive No. 2016-01. On November 18, 2016, FRA issued a revised
Railworthiness Directive (Revised Directive) on its Web site to all
owners of ARI or ACF general purpose tank cars in the United States
manufactured to this design. This ICR applies to the Revised Directive.
The Revised Directive generally requires owners to: (1) Identify tank
cars in their fleet covered by this Revised Directive; and (2) ensure
appropriate inspection and testing of each tank car's sump and BOV skid
attachment welds to ensure no flaw exists that could result in the loss
of tank integrity.
    Form Number(s): N/A.
    Affected Public: Businesses (tank car owners, shippers, and tank
car facilities).
    Respondent Universe: 100 tank car owners.
    Frequency of Submission: One-time; on occasion.
    Affected Public: Businesses.
    Reporting Burden:

----------------------------------------------------------------------------------------------------------------
    Section of RWD No. 2016-01                              Total annual       Average time per    Total annual
            [REVISED]              Respondent universe       responses             response        burden hours
----------------------------------------------------------------------------------------------------------------
Identification of tank cars        20 tank car owners   20 ID reports......  4 hours............              80
 covered by the directive for       (100 lessees/sub-
 certain railroad tank cars         lessees).
 equipped with bottom outlet
 valve assembly and constructed
 by American Railcar Industries
 and ACF Industries (14,800 cars).
Visual inspection of sump weld     20 tank car owners   88,800 inspections/  5 min..............           7,400
 area of all tank cars identified   (100 lessees/sub-    records.
 under this directive (performed    lessees).
 prior to each loaded trip)
Inspect and test sump and BOV      20 tank car owners   2,200 records......  3 hours............           6,600
 skid groove as stipulated in       (100 lessees/sub-
 directive and maintain record      lessees).
 results.

Personnel qualification and        10 tank car          100 checks.........  15 min.............              25
 certification check (100 tank      facility operators.
 car mechanics).
Train and test tank car mechanics  10 tank car          33 trained and       4 hours............             132
 who are ``not qualified'' on NDT   facility operators.  tested mechanics.
 procedures and record
 qualification (\1/3\ of the 100
 tank car mechanics).
Tank car owner notification to     20 tank car owners   100 notices........  1 hour.............             100
 all parties under contract to      (100 lessees/sub-
 car owner, including lessees and/  lessees).
 or sub-lessees, using cars
 subject to directive of terms of
 this directive and inspection/
 testing schedule.
Report of inspection, test, and    20 tank car owners   2,200 reports......  90 min. per car/              3,300
 repair information stipulated in   (100 lessees/sub-                         report.
 paragraph 2(g) of directive to     lessees).
 FRA.
Repairs: 15 percent of relevant    10 tank car          330 car reports/     16 hours...........           5,280
 tank fleet of 14,800 cars--        facility operators.  records.
 record and report of repairs to
 tank car owners.
Tank car facility request to tank  10 tank car          20 requests + 20     10 min. + 10 min...               7
 car owner for written permission   facility operators.  written
 and approval of qualification                           permissions.
 and maintenance program it will
 use consistent with Appendices
 D, R, and W of the Tank Car
 Manual and 49 CFR 180.513 prior
 to initiating any repairs.
Tank car facility report of all    10 tank car          Burden included      N/A................             N/A
 work performed to tank car owner   facility operators.  directly above.
----------------------------------------------------------------------------------------------------------------

    Total Estimated Annual Responses: 93,823.
    Total Estimated Annual Burden: 22,924 hours.
    Type of Request: Regular clearance of an information collection
previously approved under emergency processing procedures.
    Under 44 U.S.C. 3507(a) and 5 CFR 1320.5(b), 1320.8(b)(3)(vi), FRA
informs all interested parties that it may not conduct or sponsor, and
a respondent is not required to respond to, a collection of information
unless it displays a currently valid OMB control number.

    Authority:  44 U.S.C. 3501-3520.

    Issued in Washington, DC, on December 8, 2016.
Patrick T. Warren,
Acting Executive Director.
[FR Doc. 2016-30740 Filed 12-20-16; 8:45 am]
 BILLING CODE 4910-06-P