[Federal Register: November 7, 2007 (Volume 72, Number 215)]
[Notices]
[Page 62885-62892]
[DOCID:fr07no07-94]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-56733; File No. SR-ISE-2007-101]

Self-Regulatory Organizations; International Securities Exchange,
LLC; Notice of Filing of Proposed Rule Change Relating to a Corporate
Transaction in Which Its Parent, International Securities Exchange
Holdings, Inc., Will Become a Wholly-Owned Indirect Subsidiary of Eurex
Frankfurt AG

November 1, 2007.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that
on November 1, 2007, the International Securities Exchange, LLC
(``Exchange'' or ``ISE'') filed with the Securities and Exchange
Commission (``Commission'') the proposed rule change as described in
Items I, II, and III below, which items have been prepared
substantially by the Exchange. The Commission is publishing this notice
to solicit comments on the proposed rule change from interested
persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    Under the proposed rule change, the ISE is proposing a corporate
transaction (``Transaction'') in which its parent, International
Securities Exchange Holdings, Inc. (``Holdings'' or ``Corporation''),
will become a wholly-owned indirect subsidiary of Eurex Frankfurt AG
(``Eurex Frankfurt''), which operates a derivatives exchange. Article
FOURTH, Section III of Holdings' Certificate of Incorporation
(``Certificate'') imposes certain ownership and voting restrictions
(``Restrictions'') that, in effect, require approval of the Transaction
by the Commission. Specifically, the Certificate provides that
Holdings' board of directors (``Board of Directors'') may waive the
Restrictions in an amendment to the Bylaws of the Holdings (``Bylaws'')
if the Board of Directors makes certain findings and the amendment to
the Bylaws is approved by the Commission. Acting pursuant to this
waiver provision, the Board of Directors has approved the following
amendment to the Bylaws:

Article XI--Waiver of Limits

    Section 1.1 Waiver of Ownership Limits and Voting Limits To Permit
Merger.
    (a) The Board of Directors hereby waives (i) pursuant to Article
FOURTH, Section III(a)(i) of the certificate of incorporation of the
Corporation dated November 16, 2004, as amended, (``2004
Certificate''), the restrictions on ownership of capital stock of the
Corporation described in Article FOURTH, Section III(a)(i) of the 2004
Certificate, and (ii) pursuant to Article FOURTH, Section III(b)(i) of
the 2004 Certificate, the restrictions on voting rights with respect to
the capital stock of the Corporation as described in Article FOURTH,
Section III(b)(i) of the 2004 Certificate, in each case solely in order
to permit the merger and the other transactions contemplated by that
certain Agreement and Plan of Merger, dated as of April 30, 2007, by
and among Eurex Frankfurt AG, a stock corporation organized under the
laws of the Federal Republic of Germany (``Eurex Frankfurt''), Ivan
Acquisition Co., a Delaware corporation and a wholly-owned indirect
subsidiary of Eurex Frankfurt, and the Corporation, under which the
Corporation (A) will become a wholly-owned subsidiary of U.S. Exchange
Holdings, Inc., a Delaware corporation that is a wholly-owned
subsidiary of Eurex Frankfurt, and (B) will become an indirect
subsidiary of Eurex Frankfurt, Eurex Zurich AG (``Eurex Zurich''), a
stock corporation organized under the laws of Switzerland, Deutsche
Brse AG (``Deutsche Brse''), a stock corporation organized under the
laws of the Federal Republic of Germany, SWX Swiss Exchange (``SWX''),
a stock corporation organized under the laws of Switzerland, SWX Group,
a stock corporation organized under the laws of Switzerland, and Verein
SWX Swiss Exchange, an association organized under the laws of
Switzerland. For the purpose of this Article XI, Deutsche Brse, Eurex
Frankfurt, Eurex Zurich, SWX, SWX Group, Verein SWX Swiss Exchange, and
U.S. Exchange Holdings, Inc. are collectively referred to as the
``Upstream Owners.''
    (b) In so waiving the applicable Ownership Limits and Voting Limits
to allow ownership and voting of the capital stock of the Corporation
by the Upstream Owners, the Board of Directors has determined, with
respect to each Upstream Owner, that: (i) Such waiver will not impair
the ability of the Corporation and ISE, LLC to carry out ISE, LLC's
functions and responsibilities as an ``exchange'' under the Exchange

Act and the rules promulgated thereunder; (ii) such waiver is otherwise
in the best interests of the Corporation, its stockholders, and ISE,
LLC; (iii) such waiver will not impair the ability of the Commission to
enforce the Exchange Act; (iv) neither the Upstream Owner nor any of
its Related Persons are subject to any applicable ``statutory
disqualification'' (within the meaning of Section 3(a)(39) of the
Exchange Act); and (v) neither the Upstream Owner nor any of its
Related Persons is an Exchange Member (as such term is defined in the
Constitution of ISE, LLC).

The Transaction

    Pursuant to the Agreement and Plan of Merger by and among Eurex
Frankfurt, Ivan Acquisition, Co., a newly-formed, indirect, wholly-
owned subsidiary of Eurex Frankfurt (``Acquisition Co.''), and
Holdings, dated April 30, 2007 (``Agreement''), Acquisition Co. will
merge with and into Holdings,\3\ which will become a wholly-owned
subsidiary of U.S. Exchange Holdings, Inc. (``U.S. Exchange
Holdings''), which in turn is a wholly-owned subsidiary of Eurex
Frankfurt. Holdings' stockholders will receive cash in exchange for
their shares. Consummation of the Transaction is subject to
satisfaction of customary conditions for a transaction of this nature,
including the approval of Holdings' stockholders \4\ and the approval
of this rule change by the Commission.
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    \3\ Under the terms of the Agreement, the bylaws of Acquisition
Co. will become the bylaws of the surviving corporation of the
Transaction, which will be Holdings. The proposed bylaws of Holdings
filed as Exhibit 5B to this proposed rule change currently are the
bylaws of Acquisition Co. Upon the closing of the Transaction, those
bylaws will become the bylaws of Holdings.
    \4\ Holdings' stockholders approved the Transaction at a special
meeting of stockholders held on July 27, 2007.
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    Eurex Frankfurt is a wholly-owned subsidiary of Eurex Z[uuml]rich
AG (``Eurex Z[uuml]rich''), which in turn is jointly owned by Deutsche
B[ouml]rse AG (``Deutsche B[ouml]rse'') and SWX Swiss Exchange
(``SWX''). SWX is owned by SWX Group, which in turn is owned by Verein
SWX Swiss Exchange (Eurex Frankfurt, Eurex Z[uuml]rich, Deutsche
B[ouml]rse, SWX, SWX Group, Verein SWX Swiss Exchange, and U.S.
Exchange Holdings are collectively referred to herein as ``Upstream
Owners''). The Transaction will not affect Holdings' ownership of the
ISE. After the Transaction, Holdings will continue to be the sole
member of the ISE, which is organized as a Delaware limited liability
company. The ISE's members will continue to own ``exchange rights,'' as
that term is defined in the Second Amended and Restated Limited
Liability Agreement of the ISE (``LLC Agreement'').\5\ As such, ISE
members will continue to have the same trading and voting rights in the
ISE as they had prior to the Transaction.
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    \5\ See Article VI of the LLC Agreement.
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    In addition to the amendment to the Bylaws to waive the
Restrictions, the ISE is proposing the following changes to its
governing documents relating to the Transaction:
     Public Company Related Provisions. Under the proposed rule
change, the Certificate and the Bylaws would be amended to remove or
revise certain provisions that will no longer be necessary after the
consummation of the Transaction in view of the fact that Holdings will
cease to be a publicly traded company on the New York Stock Exchange
(``NYSE''). Specifically, the proposals are to: (i) Decrease the
capital stock of Holdings from 150,000,000 shares of common stock to
1,000 shares of common stock and from 100,000 shares of preferred stock
to 100 shares of preferred stock; (ii) eliminate the classified board
structure and remove term limits for directors; (iii) remove the
requirement that the Board of Directors establish an Executive
Committee, a Finance & Audit Committee, a Corporate Governance
Committee, and a Compensation Committee; (iv) decrease the affirmative
vote requirement with respect to the election of the Chairman and Vice
Chairman of the Board of Directors; (v) delete the requirement that the
Chief Executive Officer of Holdings not engage in any other occupation
during his or her incumbency except with the approval of the Board of
Directors; (vi) provide that the Chief Executive Officer of the
Corporation may be removed by the Board of Directors with or without
cause; (vii) empower the Board of Directors to adopt bylaws and from
time to time alter, amend, or repeal bylaws without the approval of
stockholders; (viii) delete stockholder voting and notice requirements
with respect to the adoption, amendment, or repeal of Bylaw provisions;
and (ix) delete notice requirements for stockholder action required at
any annual or special meeting of stockholders and provide for the
taking of stockholder action by written consent.\6\
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    \6\ These proposed amendments apply only to Holdings, the
current public company. The ISE is not proposing any changes to the
organizational documents or governing structure of the ISE, the
registered exchange.
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     Ownership and Voting Restrictions. The Certificate
currently provides that, other than persons approved by the Commission
through a proposed rule change under Section 19(b) of the Act: (1) No
person or group may, directly or indirectly, own more than 40% of the
outstanding shares of Holdings; and (2) no person or group may,
directly or indirectly, have voting control over more than 20% of the
outstanding shares of Holdings.\7\ Under the proposed rule change, the
Certificate would be amended to provide further that if a person that
is not approved by the Commission directly or indirectly owns more than
40% of the outstanding shares of Holdings, or if a person that is not
approved by the Commission directly or indirectly acquires voting
control over more than 20% of the outstanding shares of Holdings, then
an amount of shares of Holdings sufficient to reduce that person's
ownership or voting control to the applicable limit would be
transferred to a trust, as described in more detail below.
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    \7\ Additionally, the Certificate provides that no ISE member
may directly or indirectly own or vote more than 20% of the
outstanding shares of Holdings. The proposed rule change would not
affect this restriction.
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    Each of the Upstream Owners would take appropriate steps to
incorporate concepts regarding ownership, jurisdiction, books and
records, and other issues related to their control of the ISE.
Specifically, the U.S. Upstream Owner (i.e., U.S. Exchange Holdings)
would include appropriate provisions in its governing documents to
incorporate the above mentioned concepts with respect to itself, as
well as its directors, officers, employees, and agents (as applicable).
Each of the non-U.S. Upstream Owners (i.e., Deutsche B[ouml]rse, Eurex
Frankfurt, Eurex Z[uuml]rich, SWX, SWX Group, and Verein SWX Swiss
Exchange) would adopt resolutions to incorporate these concepts with
respect to itself, as well as its board members, officers, employees,
and agents (as applicable).\8\
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    \8\ Persons who are selected to be board members of the non-U.S.
Upstream Owners after consummation of the Transaction would be
required to consent to the matters included in the resolutions in
order to become a board member.
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     Jurisdiction. Under the proposed rule change, each
Upstream Owner would adopt either resolutions or appropriate provisions
in its governing documents to provide for jurisdiction of the U.S.
federal courts and the Commission over the Upstream Owner and its
directors or board members, officers, and employees for the purposes of
any suit, action, or proceeding pursuant to the U.S. federal securities
laws, and the rules or regulations thereunder, arising out of, or
relating to, the activities of the ISE. In addition,

each Upstream Owner would adopt either resolutions or appropriate
provisions in its governing documents to provide that, to the extent
the directors or board members, officers, and employees of the Upstream
Owners are involved in the activities of the ISE, such directors or
board members, officers, and employees would be deemed to be directors
or board members, officers, and employees of the ISE.
     Books and Records. Under the proposed rule change, each
Upstream Owner would adopt either resolutions or appropriate provisions
in its governing documents to provide that the books and records of the
Upstream Owner would be deemed to be the books and records of the ISE
to the extent the books and records are related to the activities of
the ISE and that such books and records will at all times be made
available for inspection and copying by the Commission and by the ISE.
     Additional Matters. Under the proposed rule change, each
Upstream Owner would adopt either resolutions or appropriate provisions
in its governing documents regarding notification of certain ownership
levels, cooperation with the Commission and the ISE, compliance with
the federal securities laws, confidentiality of information regarding
the ISE's self-regulatory function, preservation of the independence of
the ISE's self-regulatory function, and directors' consideration of the
effect of the Upstream Owner's actions on the ISE's ability to carry
out its responsibilities under the Act. Further, each non-U.S. Upstream
Owner would adopt resolutions regarding taking reasonable steps to
cause Holdings to be in compliance with the ownership limits and voting
limits.
    The text of the proposed rule change is available at the Exchange,
the Commission's Public Reference Room, and on the Exchange's Web site
(http://www.ise.com). The text of Exhibits 5A through 5H of the

proposed rule change are also available on the Exchange's Web site and
on the Commission's Web site (http://www.sec.gov/rules/sro/ise.shtml).

This proposed rule change will be effective upon Commission approval
and will be operative at the closing of the Transaction.

II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the Exchange included statements
concerning the purpose of, and basis for, the proposed rule change and
discussed any comments it received on the proposed rule change. The
text of these statements may be examined at the places specified in
Item IV below. The Exchange has prepared summaries, set forth in
Sections A, B, and C below, of the most significant aspects of such
statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The purpose of this rule filing is to adopt the rules necessary to
permit the Exchange and Holdings to effect the Transaction.
    General. Other than as specifically described in this filing, the
ISE will not be making any changes to its governance structure in
connection with the consummation of the Transaction. Thus, the ISE will
continue to have a 15-member board of directors, consisting of the
Chief Executive Officer, six industry directors elected by the members,
and eight non-industry directors elected by Holdings as the sole LLC
member. Moreover, the ISE is not proposing any changes to its trading
rules or to any of the rules governing the operation of its markets or
regulatory functions. If the ISE determines to make any changes to its
regulatory activities in the future, it will seek the approval of the
Commission as necessary.
    Each of the Upstream Owners and Holdings acknowledges that it is
responsible for referring possible rule violations to the ISE. In
addition, there will be an explicit agreement among the Upstream
Owners, Holdings, and the ISE to provide adequate funding for the ISE's
regulatory responsibilities.
Public Company Related Provisions
    Holdings' Capital Stock; Board and Management Structure. Following
the consummation of the Transaction, Holdings' common stock will no
longer be publicly traded on the NYSE, and the registration of
Holdings' common stock will be terminated upon application to the
Commission. In connection therewith, Holdings will no longer be subject
to the NYSE's listing standards \9\ or to corporate governance
requirements applicable to publicly traded companies. As such, the ISE
is proposing that provisions relating to the capital stock and the
board and management structure of Holdings be amended as follows:
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    \9\ Section 303A of the NYSE Listed Company Manual.
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    Article FOURTH of the Certificate currently provides that the total
number of shares of all classes of capital stock which Holdings has the
authority to issue is 150,100,000 shares, which is divided as
150,000,000 shares of common stock, par value $.01 per share, and
100,000 shares of preferred stock, par value $.01 per share. In light
of the fact that Holdings will no longer be a publicly traded company
after the consummation of the Transaction and will no longer need to
maintain a public float or reserve shares of common stock for future
acquisitions, issuance of stock options, stock purchase, or other
equity compensation plans, the ISE proposes that the number of
authorized shares of common stock be decreased from 150,000,000 shares
to 1,000 shares and that the number of authorized shares of preferred
stock be decreased from 100,000 shares to 100 shares.
    Article FIFTH of the Certificate and Section 3.2 of the Bylaws
currently provide for the number, tenure, and qualifications of
directors of Holdings. Under the proposed rule change, the Certificate
would be amended to remove Article FIFTH in its entirety and the
requirements relating to the number, tenure, and qualifications of
directors of Holdings would be addressed in the Bylaws. Specifically,
Section 3.2 of the Bylaws would be amended to eliminate the classified
board structure and term limitations and provide that each director
shall hold office until his or her successor shall be duly elected and
qualified or until his or her earlier death, resignation, or removal.
    Section 3.10 of the Bylaws currently requires the establishment of
an Executive Committee, a Finance & Audit Committee, a Corporate
Governance Committee, and a Compensation Committee. Under the proposed
rule change, Section 3.10 of the Bylaws would be amended to delete the
requirement that the Board of Directors establish an Executive
Committee, a Finance & Audit Committee, a Corporate Governance
Committee, and a Compensation Committee and would instead provide that
the Board of Directors may establish, by resolution, an Executive
Committee and one or more other committees.
    The ISE is also proposing to make the following amendments to the
Bylaws: (i) Decrease the affirmative vote requirement in Sections 3.11
and 3.12 with respect to the election of the Chairman and Vice Chairman
of the Board of Directors, respectively, from a two-thirds vote to a
majority vote of the directors then in office; (ii) delete in

Section 4.5(a), the requirement that the Chief Executive Officer of
Holdings not engage in any other occupation during his or her
incumbency except with the approval of the Board of Directors; and
(iii) amend Section 4.5 to provide that the Chief Executive Officer of
the Corporation may be removed by the Board of Directors with or
without cause.
    Holdings' Stockholder Rights. Following the consummation of the
Transaction, certain provisions in the Certificate and the Bylaws
relating to the rights of Holdings' stockholders will no longer be
applicable due to the fact that U.S. Exchange Holdings, a wholly-owned
subsidiary of Eurex Frankfurt, will be the sole stockholder with
ownership of 100% of Holdings' common stock. As such, the ISE is
proposing that such provisions relating to stockholder rights be
amended as follows:
    Article SEVENTH of the Certificate and Section 10.1 of the Bylaws
currently provide for certain stockholder rights with respect to voting
and notice requirements for the adoption, amendment, or repeal of
provisions in the Certificate and the Bylaws and the inspection of the
accounts and books of Holdings. The ISE proposes that Article SEVENTH
be deleted in its entirety and replaced by a provision that provides
that the Board of Directors be empowered to make bylaws and from time
to time alter, amend, or repeal bylaws and that Section 10.1 of the
Bylaws be amended to delete the stockholder voting and notice
requirements with respect to the adoption, amendment, or repeal of
bylaw provisions.
    In addition, Articles EIGHTH and NINTH of the Certificate and
Sections 2.7 and 2.10 of the Bylaws currently provide for certain
notice requirements for stockholder action required at any annual or
special meeting of stockholders and prohibit the taking of stockholder
action by written consent. The ISE proposes that Article EIGHTH and
subsections (b) and (c) of Article NINTH of the Certificate and Section
2.7 of the Bylaws be deleted in their entirety. Furthermore, the ISE
proposes that Section 2.10 of the Bylaws be amended to allow for the
taking of stockholder action without prior notice and by written
consent.
    Holdings' Current Ownership and Voting Limitations. Article FOURTH,
Section III of the Certificate contains the Restrictions, which provide
in general that: (1) No person, acting alone or with others, may own,
directly or indirectly, more than 40% of any class of Holdings'
outstanding capital stock; (2) no ISE member, acting alone or with
others, may own, directly or indirectly, more than 20% of any class of
Holdings' outstanding capital stock; and (3) no person, acting alone or
with others, may control, directly or indirectly, the vote of more than
20% of any class of Holdings' outstanding capital stock.
    The Board of Directors may waive certain of the Restrictions if it
makes the following three findings: (1) The waiver will not impair the
ability of the ISE to carry out its functions and responsibilities as
an exchange under the Act and the rules thereunder; (2) the waiver is
otherwise in the best interests of Holdings, its stockholders, and the
ISE; and (3) the waiver will not impair the ability of the Commission
to enforce the Act. However, the Board of Directors may not waive the
Restrictions as they apply to ISE members. In addition, the Board of
Directors may not waive any Restriction that would result in a person
subject to a ``statutory disqualification'' \10\ owning or voting
shares above the stated thresholds. Any waiver of the Restrictions must
be by way of an amendment to the Bylaws approved by the Board of
Directors, which amendment must be approved by the Commission.
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    \10\ See Section 3(a)(39) of the Act. 15 U.S.C. 78c(a)(39).
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    The Board of Directors has considered the Transaction, and it has
made the three necessary findings with respect to each of the Upstream
Owners. None of the Upstream Owners is a member of the ISE or is
subject to a statutory disqualification. In making the findings, the
Board of Directors determined that ownership of Holdings by the
Upstream Owners would not impair the ISE's ability to carry out its
functions and responsibilities as an exchange and self-regulatory
organization. The ISE will continue to operate its market and regulate
its market and members exactly as it has done prior to the Transaction.
As noted, the ISE is not proposing any amendments to its trading or
regulatory rules. The current governance of the Exchange will remain
unchanged, and it is the current intention of the ISE's senior
management to remain in place, subject to the previously-announced
retirement of the ISE's Chief Executive Officer, as of January 1, 2008.
    The Board of Directors also determined that ownership of Holdings
by the Upstream Owners is in the best interests of Holdings, its
stockholders, and the ISE. With respect to Holdings and its
stockholders, Eurex Frankfurt has offered to purchase 100% of Holdings'
stock for $67.50 a share, significantly above the closing price of
$45.72 on the last public trading date before the rumor of a possible
business transaction was publicly reported by The Wall Street Journal
Online. Once Eurex Frankfurt completes its purchase of the
Corporation's stock, Holdings' current stockholders will have no
continuing interest in Holdings or the ISE. With respect to the
interests of the ISE, the Exchange notes the continuing consolidation
and internationalization of the securities markets. In particular, the
boards of Holdings and the ISE note the recent merger of NYSE Group,
Inc. and Euronext N.V. to create a large transatlantic exchange complex
offering derivatives markets in both North America and Europe.\11\ In
order to remain competitive in this increasingly global market, the ISE
believes it is imperative to align with strong international partners
such as Eurex Frankfurt and its parents, Deutsche B[ouml]rse and SWX.
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    \11\ See Securities Exchange Act Release No. 55293 (February 14,
2007), 72 FR 8033 (February 22, 2007) (SR-NYSE-2006-120).
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    With respect to the ability of the Commission to enforce the Act as
it applies to the ISE after the Transaction closes, the ISE will
operate in the same manner following the Transaction in which it
operates today. Thus, the Commission will continue to have plenary
regulatory authority over the ISE, as is the case currently with the
ISE being a wholly-owned subsidiary of a public company. As described
in the following sections of this filing, the ISE is proposing a series
of amendments to Holdings' governing documents, as well as resolutions
and governing documents of the Upstream Owners, that will create an
ownership structure and will provide the Commission with appropriate
oversight tools to ensure that the Commission will have the ability to
enforce the Act with respect to the ISE, the Upstream Owners, and their
respective directors, officers, employees, and agents to the extent
that they are involved in the activities of the ISE.
    Ownership and Voting Restrictions After the Transaction. As
discussed above, the Restrictions currently limit ownership and voting
of Holdings' capital stock. The ISE initially adopted certain voting
and ownership restrictions prior to its initial public offering as part
of a package of rule changes that provide protections against
inappropriate persons acquiring direct or indirect control of the
ISE.\12\ Holdings adopted the Restrictions, in connection with the
ISE's reorganization into a

holding company structure.\13\ The Restrictions will remain in effect
at Holdings after the closing of the Transaction. In addition, the
proposed rule change would add provisions to the Certificate to provide
for an automatic transfer of Holdings' shares to a trust (``ISE
Trust'') if a person \14\ were to obtain an ownership or voting
interest in Holdings in excess of the Restrictions through ownership of
one or more of the Upstream Owners without obtaining the approval of
the Commission.\15\ Under the proposed rule change, each of the
Upstream Owners would adopt resolutions or governing document
provisions requiring notification to the board of directors of the ISE
and the ISE Trust if any person acquired 10% or more of the U.S.
Upstream Owner or 20% or more of the non-U.S. Upstream Owners. The
Certificate would be amended to provide that Holdings would deliver
notice to the ISE Trust. In addition, each of the non-U.S. Upstream
Owners would adopt resolutions requiring the non-U.S. Upstream Owner to
take reasonable steps necessary to cause Holdings to be in compliance
with the Restrictions.
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    \12\ See Securities Exchange Act Release No. 51029 (January 12,
2005), 70 FR 3233 (January 21, 2005) (SR-ISE-2004-29).
    \13\ See Securities Exchange Act Release No. 53705 (April 21,
2006), 71 FR 25260 (April 28, 2006) (SR-ISE-2006-04).
    \14\ The Certificate currently provides, and will continue to
provide, that the term ``person'' shall mean an individual,
partnership (general or limited), joint stock company, corporation,
limited liability company, trust, or unincorporated organization or
any governmental entity or agency or political subdivision thereof.
    \15\ If a person were to obtain an indirect ownership or voting
interest in Holdings in excess of the Restrictions through ownership
of one or more of the Upstream Owners without the approval of the
Commission, shares of Holdings would be transferred to the ISE Trust
automatically by operation of law. See Section 202(c)(4) of the
Delaware General Corporation Law.
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    Under the proposed rule change, the Certificate would be amended to
provide that, if a person or group that the Commission had not approved
through a proposed rule change under Section 19(b) of the Act (an
``Unapproved Person'') were to directly or indirectly own more than 40%
(or 20%, if the Unapproved Person is an ISE member) of the outstanding
shares of Holdings, or if an Unapproved Person directly or indirectly
acquired voting control over more than 20% of the outstanding shares of
Holdings, then an amount of Holdings' shares (``Excess Shares'')
sufficient to reduce the Unapproved Person's ownership of Holdings to
40% (or 20% with respect to ISE members) or below, or sufficient to
reduce the Unapproved Person's voting control over outstanding shares
of Holdings to 20% or below, would be transferred to the ISE Trust.\16\
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    \16\ The factors used to determine the extent of an Unapproved
Person's ownership or voting interest in Holdings would include,
among other things, the amount of the Unapproved Person's ownership
or voting interest in a particular Upstream Owner, the amount of
that Upstream Owner's direct or indirect ownership or voting
interest in Holdings, and the board composition of Holdings and the
applicable Upstream Owners.
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    ISE Trust Agreement. The ISE Trust will operate pursuant to a trust
agreement (``Trust Agreement'') among Holdings, U.S. Exchange Holdings,
the trustees of the ISE Trust (``Trustees''), and a Delaware trustee.
The Trustees will be persons who are independent of the Upstream
Owners, Holdings, the ISE, and their affiliates; are not subject to any
statutory disqualification (as defined in Section 3(a)(39) of the Act);
are of high repute and have experience and expertise in, or knowledge
of, the securities industry, regulation and/or corporate governance;
are independent to such a degree that they can be entrusted to resist
undue pressures; and are not unacceptable to the Commission staff.
    The ISE Trust would serve two general purposes. First, as described
above, the ISE Trust would hold Excess Shares in the event that a
person obtained direct or indirect ownership or voting interest in
Holdings in excess of the Restrictions without obtaining the approval
of the Commission. In the event that Excess Shares are transferred to
the ISE Trust:
     The Trustees would be required under the terms of the
Trust Agreement to vote any Excess Shares held by the ISE Trust
consistent with the public interests of the markets operated by the
ISE.
     While the shares are held by the ISE Trust, U.S. Exchange
Holdings, as the trust beneficiary, would continue to receive the
economic benefit of the Excess Shares (e.g., dividends and other
distributions).
     U.S. Exchange Holdings would have the right to reacquire
the Excess Shares from the ISE Trust if the Unapproved Person's direct
or indirect ownership of Holdings no longer exceeds the Restrictions
(e.g., if the Commission approved the Unapproved Person or if the
Unapproved Person sold its interest such that the Unapproved Person no
longer exceeds the Restrictions).
     If directed by U.S. Exchange Holdings, the ISE Trust would
sell the Excess Shares, in one or more transactions, in market
transactions, by public offering, or otherwise, at a time or times and
in a manner so as to maximize the return on the Excess Shares to any
person or persons designated by the Trustees whose ownership or voting
would not violate the Restrictions, and that is not a non-U.S. Upstream
Owner with respect to which a Material Compliance Event (as described
below) has occurred and is continuing.
     Upon a sale of the Excess Shares, the net proceeds of the
sale (plus any accrued dividends and less any administrative fees
incurred by the Trustees in administering the ISE Trust) would be paid
to U.S. Exchange Holdings.
    Second, the ISE Trust would hold a call option over Holdings'
shares (``Call Option'') that could be exercised after the occurrence
of a Material Compliance Event. Under the Trust Agreement, the term
``Material Compliance Event'' would be defined, with respect to a non-
U.S. Upstream Owner, as any state of facts, development, event,
circumstance, condition, occurrence, or effect that results in the
failure of any of the non-U.S. Upstream Owners to adhere to their
respective commitments under the resolutions in any material
respect.\17\ Under the proposed rule change, the Trust Agreement would
provide generally that, if a Material Compliance Event had occurred and
continued to be in effect, then the ISE Trust would exercise the Call
Option.
---------------------------------------------------------------------------

    \17\ The Trust Agreement also would provide that the term
Material Compliance Event would apply with respect to the
resolutions of any future upstream owner of Holdings.
---------------------------------------------------------------------------

    However, the Trust Agreement also would provide for certain steps
to be carried out prior to any exercise of the Call Option.
Specifically, upon becoming aware of facts, developments, events,
circumstances, conditions, occurrences, or effects that could
reasonably be expected to result in the occurrence of a Material
Compliance Event, the Trustees would be required to meet promptly and
to make a determination of whether or not a Material Compliance Event
had occurred, within five (5) business days of that meeting. After
making a determination that a Material Compliance Event had occurred,
and prior to any exercise of the Call Option, the Trustees would
provide written notice to the non-U.S. Upstream Owners and to the
Commission of the occurrence of the Material Compliance Event, which
notice would provide for sixty (60) calendar days in which to address
the Material Compliance Event (``Cure Period'').
    The Trust Agreement would provide further that, during the Cure
Period, the

Trustees would consult with the boards of directors (or equivalent) of
the ISE, ISE Holdings, and the non-U.S. Upstream Owners, and with the
Commission, to consider alternatives to the exercise of the Call Option
to address the Material Compliance Event. After such consultation, if
the Trustees determine that the Material Compliance Event had not been
addressed, they would provide written notice to the boards of directors
(or equivalent) of the ISE, Holdings, and the non-U.S. Upstream Owners
that they have determined that the exercise of the Call Option is
necessary to address the effects of the Material Compliance Event.
    If the ISE Trust were to exercise the Call Option, it would deliver
a written notice to Holdings and U.S. Exchange Holdings, promptly after
the end of the Cure Period, that the ISE Trust had determined to
exercise the Call Option in accordance with the terms of the Trust
Agreement. Subsequently, Holdings and U.S. Exchange Holdings would be
required to promptly transfer to the ISE Trust the minimum number of
Holdings' shares necessary, in the reasonable opinion of the Trustees,
to address the Material Compliance Event (``Deposited Shares'').
    Under the Trust Agreement, the Trustees would transfer the
Deposited Shares from the ISE Trust to U.S. Exchange Holdings in the
event that: (a) No Material Compliance Event is continuing; or (b)
notwithstanding the continuation of a Material Compliance Event, the
Trustees determine that the retention of the Deposited Shares by the
ISE Trust could not reasonably be expected to address any continuing
Material Compliance Event (in this specific case, any such
determination would not be effective unless it is filed with, or filed
with and approved by, the Commission under Section 19 of the Act and
the rules thereunder).
    As would be the case with Excess Shares, while Deposited Shares are
held by the ISE Trust, U.S. Exchange Holdings would continue to receive
the economic benefit of the Deposited Shares (e.g., dividends and other
distributions). Additionally, if directed by U.S. Exchange Holdings,
the ISE Trust would sell the Deposited Shares, in one or more
transactions, in market transactions, by public offering or otherwise,
at a time or times and in a manner so as to maximize the return on the
Deposited Shares to any person or persons designated by the Trustees
whose ownership or voting would not violate the Restrictions, and that
is not a non-U.S. Upstream Owner with respect to which a Material
Compliance Event has occurred and is continuing. Upon a sale of the
Deposited Shares, the net proceeds of the sale (plus any accrued
dividends and less any administrative fees incurred by the Trustees in
administering the ISE Trust) would be paid to U.S. Exchange Holdings.
    Jurisdiction over Individuals. Article FOURTEENTH of the
Certificate currently provides that, as long as Holdings controls the
ISE, the directors, officers, and employees of Holdings shall be deemed
to be directors, officers, and employees of the ISE for purposes of,
and subject to oversight pursuant to, the Act but only to the extent
that such directors, officers, and employees of Holdings relate to the
exchange business of the ISE. In addition, Section 1.4 of the Bylaws
currently provides that Holdings and its directors, officers, and
employees are deemed to irrevocably submit to the jurisdiction of the
U.S. federal courts and the Commission for the purposes of any suit,
action, or proceeding pursuant to the U.S. federal securities laws, and
the rules or regulations thereunder, arising out of, or relating to,
the activities of the ISE.
    Under the proposed rule change, each Upstream Owner would adopt
resolutions or appropriate provisions in its governing documents to
include jurisdictional provisions tailored to the proposed ISE-Eurex
ownership structure. Specifically, the resolutions or governing
documents of the Upstream Owners would provide that, to the extent the
directors, officers, and employees of any Upstream Owner are involved
in the activities of the ISE, such directors, officers, and employees
would be deemed to be directors, officers, and employees of the ISE for
purposes of, and subject to oversight pursuant to, the Act.
    In addition, the resolutions or governing documents of the Upstream
Owners would provide that the Upstream Owners, and the directors,
officers, and employees of the Upstream Owners, would irrevocably
submit to the jurisdiction of the U.S. federal courts and the
Commission for the purposes of any suit, action, or proceeding pursuant
to the U.S. federal securities laws, and the rules and regulations
thereunder, commenced or initiated by the Commission arising out of, or
relating to, the activities of the ISE to the extent such Upstream
Owner or such Upstream Owner's directors, officers, and employees are
involved in the activities of the ISE. The resolutions or governing
documents of the Upstream Owners also would provide that, with respect
to any such suit, action, or proceeding brought by the Commission, the
Upstream Owners and their respective directors, officers, and employees
would, to the extent they are involved in the activities of the ISE:
(1) Agree that Holdings (or, in the case of U.S. Exchange Holdings,
U.S. Exchange Holdings) may serve as U.S. agent for purposes of service
of process in such suit, action, or proceeding; and (2) waive, and
agree not to assert by way of motion, as a defense or otherwise, in any
such suit, action, or proceeding, any claims that it or they are not
personally subject to the jurisdiction of the Commission, that the
suit, action, or proceeding is an inconvenient forum or that the venue
of the suit, action, or proceeding is improper, or that the subject
matter thereof may not be enforced in or by the U.S. federal courts or
the Commission. The board members of the non-U.S. Upstream Owners would
consent to the applicability to them of the jurisdictional provisions
and the resolutions of the non-U.S. Upstream Owners would provide that
the non-U.S. Upstream Owners would take reasonable steps to cause their
officers and employees to so consent, all to the extent that such non-
U.S. Upstream Owners and their board members, officers, and employees
are involved in the activities of the ISE.\18\ Likewise, the governing
documents of the U.S. Upstream Owner would provide that such U.S.
Upstream Owner would take reasonable steps to cause its directors,
officers, and employees involved in the activities of the ISE to
consent to these provisions.
---------------------------------------------------------------------------

    \18\ As noted above, persons who become board members of the
non-U.S. Upstream Owners after consummation of the Transaction would
be required to consent to the matters included in the resolutions in
order to become a board member.
---------------------------------------------------------------------------

    The ISE anticipates that these functions and activities generally
will be carried out by the officers and directors of the Exchange
itself, over whom the Commission has direct authority under Section
19(h)(4) of the Act. In addition, however, the ISE acknowledges that
the conditions under which the Commission might assert jurisdiction
over Upstream Owners or their directors, officers, or employees would
depend on the particular circumstances.
    Access to Books and Records. As discussed above, Article FOURTEENTH
of the Certificate provides that Holdings' books and records are deemed
to be the books and records of the ISE to the extent that they relate
to the activities of the ISE. Under the proposed rule change, each
Upstream Owner would adopt resolutions or provisions in its governing
documents to provide that the books and records of the Upstream

Owners are deemed to be the books and records of the ISE for purposes
of, and subject to oversight pursuant to, the Act to the extent that
such books and records are related to the activities of the ISE. In
addition, the resolutions or governing documents of each Upstream
Owners would provide that the Upstream Owner's books and records
related to the activities of the ISE shall at all times be made
available for inspection and copying by the Commission and the ISE.\19\
---------------------------------------------------------------------------

    \19\ With respect to Eurex Z[uuml]rich, SWX, SWX Group, and
Verein SWX Swiss Exchange, the resolutions would provide that, where
necessitated by Swiss law, information related to the activities of
the ISE, including books and records of the Swiss Upstream Owners
related to the activities of the ISE, will be provided to the
Commission promptly, through the Swiss Federal Banking Commission
(``SFBC''), and that oral exchanges between the entities and the
Commission related to the activities of the ISE will include the
participation of the SFBC, where necessitated by Swiss law.
---------------------------------------------------------------------------

    Additional Matters. Holdings' current governing documents include
provisions relating to cooperation with the Commission and the ISE,\20\
confidentiality of information regarding the ISE's self-regulatory
function,\21\ preservation of the independence of the self-regulatory
function of the ISE,\22\ and directors' consideration of the effect of
Holdings' actions on the ISE's ability to carry out its
responsibilities under the Act.\23\ Under the proposed rule change,
each Upstream Owner would adopt either resolutions or provisions in its
governing documents to incorporate these concepts.
---------------------------------------------------------------------------

    \20\ Article FIFTEENTH of the Certificate.
    \21\ Article THIRTEENTH of the Certificate.
    \22\ Section 1.5 of the Bylaws.
    \23\ Article TWELFTH of the Certificate.
---------------------------------------------------------------------------

    Specifically, the resolutions or governing documents of each
Upstream Owner would provide that such Upstream Owner shall comply with
the U.S. federal securities laws and the rules and regulations
thereunder and shall cooperate with the Commission and with the
ISE.\24\ In addition, the resolutions of the non-U.S. Upstream Owners
would provide that the board members would so consent to comply and
cooperate and that each non-U.S. Upstream Owner would take reasonable
steps to cause its officers and employees to also comply and cooperate.
Likewise, the governing documents of the U.S. Upstream Owner would
provide that it would take reasonable steps to cause its directors,
officers, and employees to consent to comply with the U.S. federal
securities laws and the rules and regulations thereunder and to
cooperate with the Commission and with the ISE.
---------------------------------------------------------------------------

    \24\ With respect to the non-U.S. Upstream Owners, these
provisions would apply in connection with such Upstream Owners'
involvement in the activities of the ISE.
---------------------------------------------------------------------------

    The resolutions or governing documents of each Upstream Owner also
would provide that, to the fullest extent permitted by applicable law,
all confidential information that shall come into the possession of
such Upstream Owner pertaining to the self-regulatory function of the
ISE shall: (a) Not be made available to any persons other than to those
officers, directors (or equivalent), employees and agents of the
Upstream Owner that have a reasonable need to know the contents
thereof; (b) be retained in confidence by the Upstream Owner and the
officers, directors (or equivalent), employees, and agents of the
Upstream Owner; and (c) not be used for any commercial purposes. In
addition, the resolutions and governing documents would provide that
the terms regarding such confidential information shall not be
interpreted so as to limit or impede: (i) The rights of the Commission
or the ISE to have access to and examine such confidential information
pursuant to the U.S. federal securities laws and the rules and
regulations thereunder; or (ii) the ability of any officers, directors,
employees, or agents of the Upstream Owners to disclose such
confidential information to the Commission or the ISE. The resolutions
of the non-U.S. Owners would also provide that the board members
consent to these requirements regarding confidential information and
that each non-U.S. Upstream Owner would take reasonable steps to cause
its officers, employees, and agents to agree to the requirements. The
U.S. Upstream Owner would also take reasonable steps to cause its
directors, officers, employees, and agents to so agree.
    Additionally, the resolutions or governing documents of each
Upstream Owner would provide that such Upstream Owner shall, to the
extent it is involved in the activities of the ISE, give due regard to
the preservation of the independence of the self-regulatory function of
the ISE and to its obligations to investors and the general public, and
shall not take any actions that would interfere with the effectuation
of any decisions by the board of directors of the ISE relating to its
regulatory responsibilities (including enforcement and disciplinary
matters) or that would interfere with the ability of the ISE to carry
out its responsibilities under the Act. The resolutions of each non-
U.S. Upstream Owner also would provide that the board members would
consent to the requirements and that such non-U.S. Upstream Owner would
take reasonable steps to cause its officers and employees to agree to
the requirements. Similarly, the U.S. Upstream Owner would take
reasonable steps to cause its directors, officers, employees, and
agents to so agree.
    Finally, the resolutions or governing documents of each Upstream
Owner would provide that the board members or directors of such
Upstream Owners would, in discharging his or her responsibilities, to
the extent such board member or director is involved in the activities
of the ISE and to the fullest extent permitted by applicable law, take
into consideration the effect that such Upstream Owner's actions would
have on the ability of: (a) The ISE to carry out its responsibilities
under the Act; and (b) the ISE and such Upstream Owner: (i) To engage
in conduct that fosters and does not interfere with the ability of the
ISE and such Upstream Owner to prevent fraudulent and manipulative acts
and practices in the securities markets; (ii) to promote just and
equitable principles of trade in the securities markets; (iii) to
foster cooperation and coordination with persons engaged in regulating,
clearing, settling, processing information with respect to, and
facilitating transactions in securities; (iv) to remove impediments to
and perfect the mechanisms of a free and open market in securities and
a U.S. national securities market system; and (v) in general, to
protect investors and the public interest.
    Amendments to Upstream Owners' Resolutions and Governing Documents.
Currently, Article SIXTEENTH of the Certificate and Section 10.1 of the
Bylaws provide that, before any amendment or repeal of any provision of
Holdings' governing documents may become effective, the amendment or
repeal must be submitted to the ISE's board of directors, which then
determines whether the amendment or repeal must be filed with, or filed
with and approved by, the Commission under Section 19 of the Act. Under
the proposed rule change, each Upstream Owner would adopt either
resolutions or provisions in its governing documents to incorporate
these concepts regarding amendments and repeals. The resolutions or
governing documents of each Upstream Owner would provide that, before
any amendment to or repeal of any provision of any of the resolutions
or governing documents became effective, the same shall be submitted to
the board of directors of the ISE and if said board shall determine
that the same must be filed with, or filed with and approved by, the
Commission before the same may be effective under Section 19 of the

Act and the rules promulgated thereunder then the same shall not be
effective until filed with, or filed with and approved by, the
Commission, as the case may be. In addition, the resolutions of each
non-U.S. Upstream Owner would apply these requirements to any action by
such Upstream Owner that would have the effect of amending or repealing
any provision of the resolutions.
2. Basis
    The basis under the Act for this proposed rule change is the
requirement under Section 6(b)(5) of the Act \25\ that an exchange have
rules that are designed to prevent fraudulent and manipulative acts and
practices, to promote just and equitable principles of trade, to remove
impediments to and perfect the mechanism for a free and open market and
a national market system, and, in general, to protect investors and the
public interest. In particular, the proposal will permit the ISE to
enter into the Transaction with Eurex Frankfurt, a leading
international derivatives exchange, providing the ISE with strong
ownership to be competitive in an increasingly global market.
---------------------------------------------------------------------------

    \25\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

B. Self-Regulatory Organization's Statement on Burden on Competition

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

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

    The Exchange has not solicited, and does not intend to solicit,
comments on this proposed rule change. The Exchange has not received
any written comments from members or other interested parties.

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

    Within 35 days of the date of publication of this notice in the
Federal Register or within such longer period (i) as the Commission may
designate up to 90 days of such date if it finds such longer period to
be appropriate and publishes its reasons for so finding or (ii) as to
which the self-regulatory organization consents, the Commission will:
    (a) By order approve such proposed rule change; or
    (b) Institute proceedings to determine whether the proposed rule
change should be disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml.
); or     Send an e-mail to<EMAIL_ADDRESS>Please include

File Number SR-ISE-2007-101 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-ISE-2007-101. This file
number should be included on the subject line if e-mail is used. To
help the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml
). Copies of the submission, all subsequent amendments, all

written statements with respect to the proposed rule change that are
filed with the Commission, and all written communications relating to
the proposed rule change between the Commission and any person, other
than those that may be withheld from the public in accordance with the
provisions of 5 U.S.C. 552, will be available for inspection and
copying in the Commission's Public Reference Room, 100 F Street, NE.,
Washington, DC 20549, on official business days between the hours of 10
a.m. and 3 p.m. Copies of such filing also will be available for
inspection and copying at the principal office of the ISE. All comments
received will be posted without change; the Commission does not edit
personal identifying information from submissions. You should submit
only information that you wish to make available publicly. All
submissions should refer to File Number SR-ISE-2007-101 and should be
submitted on or before November 28, 2007.

    For the Commission, by the Division of Market Regulation,
pursuant to delegated authority.\26\
---------------------------------------------------------------------------

    \26\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Florence E. Harmon,
Deputy Secretary.
 [FR Doc. E7-21836 Filed 11-6-07; 8:45 am]

BILLING CODE 8011-01-P


[Federal Register Volume 80, Number 94 (Friday, May 15, 2015)]
[Rules and Regulations]
[Pages 27858-27859]
[FR Doc No: 2015-11808]

=======================================================================
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DEPARTMENT OF HOMELAND SECURITY

Coast Guard

33 CFR Part 100

[Docket No. USCG-2015-0252]

Special Local Regulation; Annual Marine Events on the Colorado
River, Between Davis Dam (Bullhead City, Arizona) and Headgate Dam
(Parker, Arizona) Within the San Diego Captain of the Port Zone

AGENCY: Coast Guard, DHS.

ACTION: Notice of enforcement of regulation.

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

SUMMARY: The Coast Guard will enforce the Great Western Parker Tube
Float marine event and associated waterway special local regulations
from 7 a.m. through 4 p.m. on June 6, 2015. This annual marine event
occurs in the navigable waters of the Colorado River in Parker,
Arizona, covering eight miles of the waterway from the La Paz County
Park to the Headgate Dam. This action is necessary to provide for the
safety of the participants, crew, spectators, safety vessels, and
general users of the waterway. During the enforcement period, persons
and vessels are prohibited from entering into, transiting through, or
anchoring within this regulated area unless authorized by the Captain
of the Port, or his designated representative.

DATES: The regulations in 33 CFR 100.1102, Table 1, item 9 will be
enforced from 7 a.m. through 4 p.m. on June 6, 2015.

FOR FURTHER INFORMATION CONTACT: If you have questions on this
document, call or email Petty Officer Nick Bateman, Waterways
Management, U.S. Coast Guard Sector San Diego, CA; telephone 619-278-
7656<EMAIL_ADDRESS>
SUPPLEMENTARY INFORMATION: The Coast Guard will enforce the special
local regulations for the annual Great Western Parker Tube Float in 33
CFR 100.1102, Table 1, Item 9 from 7 a.m. to 4 p.m. on June 6, 2015.
    Under the provisions of 33 CFR 100.1102, persons and vessels are
prohibited from entering into, transiting through, or anchoring within
this regulated area of the Colorado River unless authorized by the
Captain of the Port, or his designated representative. The Coast Guard
may be assisted by other Federal, State, or local law

enforcement agencies in enforcing this regulation.
    This document is issued under authority of 33 CFR 100.1102 and 5
U.S.C. 552(a). In addition to this document in the Federal Register,
the Coast Guard will provide the maritime community with extensive
advance notification of this enforcement period via the Local Notice to
Mariners and local advertising by the event sponsor.
    If the Captain of the Port Sector San Diego or his designated
representative determines that the regulated area need not be enforced
for the full duration stated on this document, he or she may use a
Broadcast Notice to Mariners or other communications coordinated with
the event sponsor to grant general permission to enter the regulated
area.

    Dated: May 4, 2015.
J.S. Spaner,
Captain, U.S. Coast Guard, Captain of the Port San Diego.
[FR Doc. 2015-11808 Filed 5-14-15; 8:45 am]
 BILLING CODE 9110-04-P


[Federal Register Volume 81, Number 52 (Thursday, March 17, 2016)]
[Notices]
[Pages 14460-14463]
[FR Doc No: 2016-05990]

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DEPARTMENT OF HOMELAND SECURITY

Federal Emergency Management Agency

[Docket ID FEMA-2016-0002]

Changes in Flood Hazard Determinations

AGENCY: Federal Emergency Management Agency, DHS.

ACTION: Final notice.

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

SUMMARY: New or modified Base (1-percent annual chance) Flood
Elevations (BFEs), base flood depths, Special Flood Hazard Area (SFHA)
boundaries or zone designations, and/or regulatory floodways
(hereinafter referred to as flood hazard determinations) as shown on
the indicated Letter of Map Revision (LOMR) for each of the communities
listed in the table below are finalized. Each LOMR revises the Flood
Insurance Rate Maps (FIRMs), and in some cases the Flood Insurance
Study (FIS) reports, currently in effect for the listed communities.
The flood hazard determinations modified by each LOMR will be used to
calculate flood insurance premium rates for new buildings and their
contents.

DATES: The effective date for each LOMR is indicated in the table
below.

ADDRESSES: Each LOMR is available for inspection at both the respective
Community Map Repository address listed in the table below and online
through the FEMA Map Service Center at www.msc.fema.gov.

FOR FURTHER INFORMATION CONTACT: Luis Rodriguez, Chief, Engineering
Management Branch, Federal Insurance and Mitigation Administration,
FEMA, 500 C Street SW., Washington, DC 20472,<PHONE_NUMBER>, or
(email<EMAIL_ADDRESS>or visit the FEMA Map Information
eXchange (FMIX) online at www.floodmaps.fema.gov/fhm/fmx_main.html.

SUPPLEMENTARY INFORMATION: The Federal Emergency Management Agency
(FEMA) makes the final flood hazard determinations as shown in the
LOMRs for each community listed in the table below. Notice of these
modified flood hazard determinations has been published in newspapers
of local circulation and 90 days have elapsed since that publication.
The Deputy Associate Administrator for Mitigation has resolved any
appeals resulting from this notification.
    The modified flood hazard determinations are made pursuant to
section 206 of the Flood Disaster Protection Act of 1973, 42 U.S.C.
4105, and are in accordance with the National Flood Insurance Act of
1968, 42 U.S.C. 4001 et seq., and with 44 CFR part 65.
    For rating purposes, the currently effective community number is
shown and must be used for all new policies and renewals.
    The new or modified flood hazard information is the basis for the
floodplain management measures that the community is required either to
adopt or to show evidence of being already in effect in order to remain
qualified for participation in the National Flood Insurance Program
(NFIP).
    This new or modified flood hazard information, together with the
floodplain management criteria required by 44 CFR 60.3, are the minimum
that are required. They should not be construed to mean that the
community must change any existing ordinances that are more stringent
in their floodplain management requirements. The community may at any
time enact stricter requirements of its own or pursuant to policies
established by other Federal, State, or regional entities.
    This new or modified flood hazard determinations are used to meet
the floodplain management requirements of

the NFIP and also are used to calculate the appropriate flood insurance
premium rates for new buildings, and for the contents in those
buildings. The changes in flood hazard determinations are in accordance
with 44 CFR 65.4.
    Interested lessees and owners of real property are encouraged to
review the final flood hazard information available at the address
cited below for each community or online through the FEMA Map Service
Center at www.msc.fema.gov.

(Catalog of Federal Domestic Assistance No. 97.022, ``Flood
Insurance.'')

    Dated: February 24, 2016.
Roy E. Wright,
Deputy Associate Administrator for Insurance and Mitigation, Department
of Homeland Security, Federal Emergency Management Agency.

--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                            Chief executive officer       Community map                                       Community
         State and county           Location and case No.         of community             repository        Effective date of modification      No.
--------------------------------------------------------------------------------------------------------------------------------------------------------
Alabama:
    Jefferson. (FEMA Docket No.: B- City of Birmingham     The Honorable William A.   Planning and          Dec. 31, 2015..................       010116
     1545).                          (15-04-7923X).         Bell, Sr., Mayor, City     Engineering Office,
                                                            of Birmingham, 710 North   710 North 20th
                                                            20th Street, Birmingham,   Street, Birmingham,
                                                            AL 35203.                  AL 35203.
    Jefferson. (FEMA Docket No.: B- City of Mountain       The Honorable Lawrence T.  City Hall, 3928       Dec. 31, 2015..................       010128
     1545).                          Brook (15-04-7923X).   Oden, City of Mountain     Montclair Road,
                                                            Brook, P.O. Box 130009,    Mountain Brook, AL
                                                            Mountain Brook, AL 35213.  35213.
    Jefferson. (FEMA Docket No.: B- City of Leeds (15-04-  The Honorable David        Inspections           Nov. 30, 2015..................       010125
     1538).                          4032P).                Miller, Mayor, City of     Department, 1040
                                                            Leeds, 1040 Park Drive,    Park Drive, Leeds,
                                                            Leeds, AL 35094.           AL 35094.
    St. Clair. (FEMA Docket No.: B- City of Moody (15-04-  The Honorable Joe Lee,     Inspection and        Nov. 30, 2015..................       010187
     1538).                          4032P).                Mayor, City of Moody,      Public Works
                                                            670 Park Avenue, Moody,    Department, 670
                                                            AL 35004.                  Park Avenue, Moody,
                                                                                AL 35004.
    Shelby. (FEMA Docket No.: B-    Unincorporated areas   The Honorable Rick         Shelby County         Dec. 14, 2015..................       010191
     1545).                          of Shelby County (15-  Shepherd, Chairman,        Engineer's Office,
                                     04-4263P).             Shelby County Board of     506 Highway 70,
                                                            Commissioners, 200 West    Columbiana, AL
                                                            College Street,            35051.
                                                            Columbiana, AL 35051.
    Tuscaloosa. (FEMA Docket No.:   City of Tuscaloosa     The Honorable Walter       Engineering           Oct. 21, 2015..................       010203
     B-1554).                        (15-04-4630P).         Maddox, Mayor, City of     Department, 2201
                                                            Tuscaloosa, P.O. Box       University
                                                            2089, Tuscaloosa, AL       Boulevard,
                                                            35401.                     Tuscaloosa, AL
                                                                                35401.
Colorado:
    Arapahoe. (FEMA Docket No.: B-  City of Centennial     The Honorable Cathy Noon,  Southeast Metro       Dec. 11, 2015..................       080315
     1545).                          (15-08-0299P).         Mayor, City of             Stormwater
                                                            Centennial, 13133 East     Authority, 7437
                                                            Arapahoe Road,             South Fairplay
                                                            Centennial, CO 80112.      Street, Centennial,
                                                                                CO 80112.
    Arapahoe. (FEMA Docket No.: B-  City of Centennial     The Honorable Cathy Noon,  Southeast Metro       Dec. 28, 2015..................       080315
     1545).                          (15-08-0563P).         Mayor, City of             Stormwater
                                                            Centennial, 13133 East     Authority, 7437
                                                            Arapahoe Road,             South Fairplay
                                                            Centennial, CO 80112.      Street, Centennial,
                                                                                CO 80112.
    Arapahoe. (FEMA Docket No.: B-  Unincorporated areas   The Honorable Nancy N.     Arapahoe County       Dec. 11, 2015..................       080011
     1545).                          of Arapahoe County     Sharpe, Chair, Arapahoe    Public Works
                                     (15-08-0299P).         County Board of            Department, 6924
                                                            Commissioners, 5334        South Lima Street,
                                                            South Prince Street,       Centennial, CO
                                                            Littleton, CO 80166.       80112.
    Denver. (FEMA Docket No.: B-    City and County of     The Honorable Michael      Department of Public  Dec. 28, 2015..................       080046
     1545).                          Denver (15-08-0521P).  Hancock, Mayor, City and   Works, 201 West
                                                            County of Denver, 1437     Colfax Avenue,
                                                            Bannock Street, Suite      Denver, CO 80202.
                                                            350, Denver, CO 80202.
    Douglas. (FEMA Docket No.: B-   Town of Castle Rock    The Honorable Paul         Utilities             Dec. 4, 2015...................       080050
     1538).                          (15-08-0069P).         Donahue, Mayor, Town of    Department, 175
                                                            Castle Rock, 100 North     Kellogg Road,
                                                            Wilcox Street, Castle      Castle Rock, CO
                                                            Rock, CO 80104.            80109.
    Douglas. (FEMA Docket No.: B-   Unincorporated areas   The Honorable Jill         Douglas County        Dec. 4, 2015...................       080049
     1538).                          of Douglas County      Repella, Chair, Douglas    Public Works
                                     (15-08-0069P).         County Board of            Department, 100 3rd
                                                            Commissioners, 100 3rd     Street, Castle
                                                            Street, Castle Rock, CO    Rock, CO 80104.
                                                            80104.
    Adams and Jefferson. (FEMA      City of Westminster    The Honorable Herb         City Hall, 4800 West  Nov. 27, 2015..................       080008
     Docket No.: B-1545).            (15-08-0180P).         Atchison, Mayor, City of   92nd Avenue,
                                                            Westminster, 4800 West     Westminster, CO
                                                            92nd Avenue,               80031.
                                                            Westminster, CO 80031.
    Broomfield. (FEMA Docket No.:   City and County of     The Honorable Randy        Engineering           Nov. 27, 2015..................       085073
     B-1545).                        Broomfield (15-08-     Ahrens, Mayor, City and    Department, 1
                                     0180P).                County of Broomfield, 1    DesCombes Drive,
                                                            DesCombes Drive,           Broomfield, CO
                                                            Broomfield, CO 80020.      80020.
    Jefferson. (FEMA Docket No.: B- Unincorporated areas   The Honorable Casey        Jefferson County      Nov. 27, 2015..................       080087
     1545).                          of Jefferson County    Tighe, Chairman,           Department of
                                     (15-08-0180P).         Jefferson County Board     Planning and
                                                            of Commissioners, 100      Zoning, 100
                                                            Jefferson County           Jefferson County
                                                            Parkway, Golden, CO        Parkway, Golden, CO
                                                            80419.                     80419.
    Jefferson. (FEMA Docket No.: B- City of Lakewood, (14- The Honorable Bob Murphy,  Public Works          Dec. 18, 2015..................       085075
     1545).                          08-1263P).             Mayor, City of Lakewood,   Department, 480
                                                            Lakewood Civic Center      South Allison
                                                            South, 480 South Allison   Parkway, Lakewood,
                                                            Parkway, Lakewood, CO      CO 80226.
                                                            80226.
    Jefferson. (FEMA Docket No.: B- Unincorporated areas   The Honorable Casey        Jefferson County      Dec. 18, 2015..................       080087
     1545).                          of Jefferson County    Tighe, Chairman,           Department of
                                     (14-08-1263P).         Jefferson County Board     Planning and
                                                            of Commissioners, 100      Zoning, 100
                                                            Jefferson County           Jefferson County
                                                            Parkway, Golden, CO        Parkway, Golden, CO
                                                            80419.                     80419.
    Weld. (FEMA Docket No.: B-      City of Severance (15- The Honorable Don          Town Hall, 231 West   Nov. 27, 2015..................       080317
     1538).                          08-0837P).             Brookshire, Mayor, City    4th Avenue,
                                                            of Severance, P.O. Box     Severance, CO 80546.
                                                            339, Severance, CO 80546.

Connecticut: Fairfield. (FEMA       City of Norwalk (15-   The Honorable Harry W.     Planning and Zoning   Dec. 30, 2015..................       090012
 Docket No.: B-1545)                 01-1793P).             Rilling, Mayor, City of    Department, 125
                                                            Norwalk, 125 East          East Avenue,
                                                            Avenue, Norwalk, CT        Norwalk, CT 06856.
                                                            06856.
Florida:
    Charlotte. (FEMA Docket No.: B- Unincorporated areas   The Honorable Bill Truex,  Charlotte County      Dec. 31, 2015..................       120061
     1545).                          of Charlotte County    Chairman, Charlotte        Department of
                                     (15-04-4023P).         County Board of            Community
                                                            Commissioners, 18500       Development, 18500
                                                            Murdock Circle, Suite      Murdock Circle,
                                                            536, Port Charlotte, FL    Port Charlotte, FL
                                                            33948.                     33948.
    Charlotte. (FEMA Docket No.: B- Unincorporated areas   The Honorable Bill Truex,  Charlotte County      Dec. 1, 2015...................       120061
     1538).                          of Charlotte County    Chairman, Charlotte        Community
                                     (15-04-6067P).         County Board of            Development
                                                            Commissioners, 18500       Department, 18500
                                                            Murdock Circle, Suite      Murdock Circle,
                                                            536, Port Charlotte, FL    Port Charlotte, FL
                                                            33948.                     33948.
    Lee. (FEMA Docket No.: B-1545)  Unincorporated areas   The Honorable Brian        Lee County            Dec. 14, 2015..................       125124
                                     of Lee County (15-04-  Hamman, Chairman, Lee      Administration
                                     4830P).                County Board of            Office, 1700 Monroe
                                                            Commissioners, P.O. Box    Street, 2nd Floor,
                                                            398, Fort Myers, FL        Fort Myers, FL
                                                            33902.                     33902.
    Miami-Dade. (FEMA Docket No.:   City of Sunny Isles    The Honorable George       Building Department,  Jan. 4, 2016...................       120688
     B-1545).                        Beach (15-04-7479X).   ``Bud'' Scholl, Mayor,     18070 Collins Ave,
                                                            City of Sunny Isles        3rd Floor, Sunny
                                                            Beach, 18070 Collins       Isles Beach, FL
                                                            Avenue, Sunny Isles        33160.
                                                            Beach, FL 33160.
    Orange. (FEMA Docket No.: B-    Unincorporated areas   The Honorable Teresa       Orange County Public  Dec. 31, 2015..................       120179
     1545).                          of Orange County (15-  Jacobs, Mayor, Orange      Works Department,
                                     04-2752P).             County, 201 South          4200 South John
                                                            Rosalind Avenue, 5th       Young Parkway,
                                                            Floor, Orlando, FL 32801.  Orlando, FL. 32839.
    Orange. (FEMA Docket No.: B-    Unincorporated areas   The Honorable Teresa       Orange County Public  Dec. 24, 2015..................       120179
     1545).                          of Orange County (15-  Jacobs, Mayor, Orange      Works Department,
                                     04-4919P).             County, 201 South          4200 South John
                                                            Rosalind Avenue, 5th       Young Parkway,
                                                            Floor, Orlando, FL 32801.  Orlando, FL. 32839.
    St. Johns. (FEMA Docket No.: B- Unincorporated areas   The Honorable James K.     St. Johns County      Dec. 14, 2015..................       125147
     1545).                          of St. Johns County    Johns, Chairman, St.       Growth Management
                                     (15-04-5124P).         Johns County Board of      Department, 4040
                                                            Commissioners, District    Lewis Speedway, St.
                                                            1, 500 San Sebastian       Augustine, FL 32084.
                                                            View, St. Augustine, FL
                                                            32084.
    Walton. (FEMA Docket No.: B-    Unincorporated areas   The Honorable Bill         Walton County         Dec. 26, 2015..................       120317
     1545).                          of Walton County (15-  Imfeld, Chairman, Walton   Planning and
                                     04-4766P).             County Board of            Development
                                                            Commissioners, 6570 U.S.   Services
                                                            Highway 90 West,           Department, 31
                                                            DeFuniak Springs, FL       Coastal Centre
                                                            32433.                     Boulevard, Santa
                                                                                Rosa Beach, FL
                                                                                32459.
Massachusetts: Essex. (FEMA Docket  Town of Rockport (15-  The Honorable Erin M.      Building Inspections  Dec. 14, 2015..................       250100
 No.: B-1545)                        01-1271P).             Battistelli, Chair, Town   Division, 26
                                                            of Rockport Board of       Broadway, Rockport,
                                                            Selectmen, 34 Broadway,    MA 01966.
                                                            Rockport, MA 01966.
Mississippi: Lafayette. (FEMA       City of Oxford (15-04- The Honorable George       City Hall, 107        Jan. 4, 2016...................       280094
 Docket No.: B-1545)                 8440P).                Patterson, Mayor, City     Courthouse Square,
                                                            of Oxford, 107             Oxford, MS 38655.
                                                            Courthouse Square,
                                                            Oxford, MS 38655.
New Mexico: Bernalillo. (FEMA       Unincorporated areas   The Honorable Maggie Hart  Bernalillo County     Nov. 23, 2015..................       350001
 Docket No.: B-1545)                 of Bernalillo County   Stebbins, Chair,           Public Works
                                     (14-06-4933P).         Bernalillo County Board    Division, 2400
                                                            of Commissioners, 1        Broadway Boulevard
                                                            Civic Plaza Northwest,     Southeast,
                                                            Albuquerque, NM 87102.     Albuquerque, NM
                                                                                87102.
Pennsylvania:
    Blair. (FEMA Docket No.: B-     City of Altoona (14-   The Honorable Matt         Public Works          Nov. 27, 2015..................       420159
     1538).                          03-3324P).             Pacifico, Mayor, City of   Department, 1301
                                                            Altoona, 1301 12th         12th Street, Suite
                                                            Street, Suite 100,         300, Altoona, PA
                                                            Altoona, PA 16601.         16601.
    Blair. (FEMA Docket No.: B-     Township of Logan (14- Mr. James A. Patterson,    Department of         Nov. 27, 2015..................       421391
     1538).                          03-3324P).             Chairman, Township of      Zoning, 100 Chief
                                                            Logan Board of             Logan Circle,
                                                            Supervisors, 100 Chief     Altoona, PA 16602.
                                                            Logan Circle, Altoona,
                                                            PA 16602.
Texas:
    Bexar. (FEMA Docket No.: B-     City of San Antonio    The Honorable Ivy R.       Transportation and    Dec. 3, 2015...................       480045
     1545).                          (15-06-1484P).         Taylor, Mayor, City of     Capital
                                                            San Antonio, P.O. Box      Improvements
                                                            839966, San Antonio, TX    Department, Storm
                                                            78283.                     Water Division,
                                                                                1901 South Alamo
                                                                                Street, 2nd Floor,
                                                                                San Antonio, TX
                                                                                78204.
    Collin. (FEMA Docket No.: B-    City of Frisco (15-06- The Honorable Maher Maso,  Engineering Services  Dec. 7, 2015...................       480134
     1538).                          0486P).                Mayor, City of Frisco,     Department, 6101
                                                            6101 Frisco Square         Frisco Square
                                                            Boulevard, Frisco, TX      Boulevard, Frisco,
                                                            75034.                     TX 75034.
    Collin. (FEMA Docket No.: B-    City of Murphy (14-06- The Honorable Eric Barna,  Department of Public  Dec. 11, 2015..................       480137
     1545).                          4329P).                Mayor, City of Murphy,     Works, 206 North
                                                            206 North Murphy Road,     Murphy Road,
                                                            Murphy, TX 75094.          Murphy, TX 75094.
    Dallas. (FEMA Docket No.: B-    Town of Addison (15-   The Honorable Todd Meier,  Town Service Center,  Dec. 28, 2015..................       481089
     1545).                          06-1036P).             Mayor, Town of Addison,    16801 Westgrove
                                                            5300 Belt Line Road,       Drive, Dallas, TX
                                                            Dallas, TX 75254.          75001.
    Dallas. (FEMA Docket No.: B-    City of Dallas (14-06- The Honorable Michael S.   Department of Public  Nov. 30, 2015..................       480171
     1538).                          3370P).                Rawlings, Mayor, City of   Works, 320 East
                                                            Dallas, 1500 Marilla       Jefferson
                                                            Street, Dallas, TX 75201.  Boulevard, Dallas,
                                                                                TX 75203.
    Ellis. (FEMA Docket No.: B-     City of Waxahachie     The Honorable Kevin        City Hall, 401 South  Dec. 2, 2015...................       480211
     1538).                          (15-06-0140P).         Strength, Mayor, City of   Rogers Street,
                                                            Waxahachie, 401 South      Waxahachie, TX
                                                            Rogers Street,             75165.
                                                            Waxahachie, TX 75165.
    Harris. (FEMA Docket No.: B-    Unincorporated areas   The Honorable Ed M.        Harris County Permit  Dec. 1, 2015...................       480287
     1538).                          of Harris County (15-  Emmett, Harris County      Office, 10555
                                     06-1550P).             Judge, 1001 Preston        Northwest Freeway,
                                                            Street, Suite 911,         Suite 120, Houston,
                                                            Houston, TX 77002.         TX 77092.

    Hidalgo. (FEMA Docket No.: B-   Unincorporated areas   The Honorable Ramon        Hidalgo County        Dec. 24, 2015..................       480334
     1545).                          of Hidalgo County      Garcia, Hidalgo County     Drainage District,
                                     (15-06-2601P).         Judge, 100 East Cano       902 North Doolittle
                                                            Street, 2nd Floor,         Road, Edinburg, TX
                                                            Edinburg, TX 78542.        78542.
Utah: Uintah. (FEMA Docket No.: B-  Unincorporated areas   The Honorable Mike McKee,  Uintah County         Dec. 16, 2015..................       490147
 1545)                               of Uintah County (15-  Chairman, Uintah County    Community
                                     08-0414P).             Board of Commissioners,    Development
                                                            152 East 100 North,        Department, 152
                                                            Vernal, UT 84078.          East 100 North,
                                                                                Vernal, UT 84078.
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[FR Doc. 2016-05990 Filed 3-16-16; 8:45 am]
BILLING CODE 9110-12-P