[Federal Register: July 10, 2006 (Volume 71, Number 131)]
[Notices]
[Page 38915-38917]
[DOCID:fr10jy06-91]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-54090; File No. SR-CHX-2006-22]

Self-Regulatory Organizations; Chicago Stock Exchange, Inc.;
Notice of Filing of Proposed Rule Change and Amendment No. 1 Thereto To
Amend the CHX Holdings, Inc. Certificate of Incorporation

June 30, 2006.
    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 June 22, 2006, the Chicago Stock Exchange, Inc. (``CHX'' or
``Exchange'') 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 by the CHX. On June 30,
2006, the Exchange filed Amendment No. 1 to the proposed rule
change.\3\ The Commission is publishing this notice to solicit comments
on the proposed rule change, as amended, from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ In Amendment No. 1, the Exchange made technical changes to
correct the marking of the proposed rule text.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    The CHX is proposing, on behalf of its parent company, CHX
Holdings, Inc. (``CHX Holdings''), to amend the CHX Holdings
Certificate of Incorporation (the ``charter'') to: (1) Make a minor
change in the ownership limitations applicable to both CHX participants
and other persons or entities; and (2) increase the number of shares of
common stock which CHX Holdings is authorized to issue. The text of the
proposed rule change appears below. Additions are italicized; deletions
are [bracketed].
* * * * *

CERTIFICATE OF INCORPORATION OF CHX HOLDINGS, INC.

* * * * *

Authorized Stock

    FOURTH: The total number of shares of stock which the Corporation
shall have authority to issue is 900,000[750,000] shares of common
stock having a par value of $.01 per share and 25,000 shares of
preferred stock having a par value of $.01 per share. The Board of
Directors is expressly authorized to fix by resolution any of the
designations and the powers, preferences and rights and the
qualifications, limitations or restrictions which are permitted by
Section 151 of the General Corporation Law of Delaware in respect of
any such class or classes of preferred stock or any series of any class
or classes of preferred stock of the Corporation.

Limitations on Transfer, Ownership and Voting

    FIFTH:
    (a) No change to text.
    (b) Limitations.
    (i) No change to text.
    (ii) For so long as the Corporation shall control, directly or
indirectly, the Chicago Stock Exchange, Inc., except as provided in
clause (iii) below:
    (A) no Person (as defined above), either alone or together with its
Related Persons (as defined above), may own, directly or indirectly, of
record or beneficially shares of stock of the Corporation representing
in the aggregate [constituting] more than forty percent (40%) of [any
class of capital stock (whether common stock or preferred stock) of the
Corporation] the then outstanding votes entitled to be cast on any
matter;
    (B) no Person, either alone or together with its Related Persons,
who holds a trading permit of the Chicago Stock Exchange, Inc., may
own, directly or indirectly, of record or beneficially shares of stock
of the Corporation representing in the aggregate [constituting] more
than twenty percent (20%) of [any class of capital stock of the
Corporation] the then outstanding votes entitled to be cast on any
matter; and
    (C) No change to text.
    (iii) No change to text.
    (A) No change to text.
    (B) No change to text.
    (iv) No change to text.
    (v) Notwithstanding clauses (iii)(A) and (iii)(B) above, any Person
(and its Related Persons owning any capital stock of the Corporation)
which proposes to own, directly or indirectly, of record or
beneficially shares of [the capital] stock [(whether common stock or
preferred stock)] of the Corporation representing in the aggregate
[constituting] more than forty percent (40%) of [the outstanding shares
of any class of capital stock of the Corporation] the then outstanding
votes entitled to be cast on any matter, or to exercise voting rights,
or grant any proxies or consents with respect to shares of [the
capital] stock [(whether common stock or preferred stock)] of the
Corporation representing in the aggregate [constituting] more than
twenty percent (20%) of [the outstanding shares of any class of capital
stock of the Corporation] the then outstanding votes entitled to be
cast on any matter, shall have delivered to the Board of Directors of
the Corporation a notice in writing, not less than forty-five (45) days
(or any shorter period to which said Board shall expressly consent)
before the proposed ownership of such shares, or the proposed exercise
of said voting rights or the granting of said proxies or consents, of
its intention to do so.
    (c) Required Notices.
    (i) Any Person that, either alone or together with its Related
Persons, owns, directly or indirectly (whether by acquisition or by a
change in the number of shares outstanding), of record or beneficially
shares of stock of the Corporation that represent five percent (5%) or
more of the then outstanding votes entitled to be cast on any matter
[outstanding shares of capital stock of the Corporation] (excluding
shares of any class of preferred stock that does not have the right by
its terms to vote generally in the election of members of the Board of
Directors of the Corporation) shall, immediately upon [owning] becoming
the owner of such amount of stock [five percent (5%) or more of the
then outstanding shares of such stock], give the Board of Directors
written notice of such ownership, which notice shall state: (A) Such
Person's full legal name; (B) such Person's title or status and the
date on which such title or status was acquired; (C) such Person's
approximate ownership interest of the Corporation; and (D) whether such
Person has the power, directly or indirectly, to direct the management
or policies of the Corporation, whether through ownership of
securities, by contract or otherwise.
    (ii) Each Person required to provide written notice pursuant to
subparagraph (c)(i) of this Article Fifth shall update such notice
promptly after any change in the contents of that notice; provided that
no such updated notice shall be required to be provided to the Board of
Directors in the event of an increase or decrease in the ownership
percentage so reported of shares of stock of the Corporation that
represent less than one percent (1%) of the then outstanding votes
entitled to be cast on any matter [then outstanding shares of any class
of capital stock] (such increase or decrease to be measured
cumulatively from the amount shown on the last such report), unless any
increase or decrease of less than one percent (1%) results in such
Person owning shares of stock of the Corporation that represent more
than twenty percent (20%) or more than forty

percent (40%) of the then outstanding votes entitled to be cast on any
matter [shares of any class of capital stock then outstanding] (at a
time when such Person previously owned less than such percentages) or
such Person owning shares of stock of the Corporation that represent
less than twenty percent (20%) or less than forty percent (40%) of the
then outstanding votes entitled to be cast on any matter [shares of any
class of capital stock then outstanding] (at a time when such Person
previously owned more than such percentages).
* * * * *

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 CHX 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 CHX 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
    As a result of its demutualization in February 2005, the Exchange
became the wholly-owned subsidiary of CHX Holdings, a Delaware
corporation.\4\ The Exchange's demutualization was driven, in part, by
a desire to generate opportunities to enter into strategic alliances by
offering stock to interested entities. On June 21, 2006, CHX Holdings
announced that it had agreed to the terms of strategic transactions
with four firms that will result in an investment in CHX Holdings, in
exchange for minority equity stakes in the company. In connection with
these transactions, CHX Holdings has agreed to propose amendments to
its charter to: (1) Make a minor change in the ownership limitations
applicable to both CHX participants and other persons or entities; and
(2) increase the number of shares of common stock which CHX Holdings is
authorized to issue.
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    \4\ See Securities Exchange Act Release No. 51149 (February 8,
2005), 70 FR 7531 (February 14, 2005) (order approving File No. SR-
CHX-2004-26) (``Demutualization Approval Order'').
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    The CHX Holdings charter currently prohibits any person, either
alone or together with its related persons, from owning, directly or
indirectly, shares constituting more than 40% of any class of CHX
Holdings capital stock.\5\ A related provision bars any person that
holds a CHX trading permit, either alone or together with its related
persons, from owning, directly or indirectly, shares constituting more
than 20% of any class of CHX Holdings capital stock.\6\ Other
provisions place limitations on the percentage of shares that can be
voted.\7\ The ownership and voting limitations that apply to holders of
CHX trading permits were designed to ensure that no participant in the
Exchange (or its parent company, CHX Holdings) has such a large
ownership in CHX Holdings that it casts doubt on the Exchange's ability
to fairly and objectively exercise its self-regulatory
responsibilities.\8\
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    \5\ See Article Fifth, Section (b)(ii)(A) of the CHX Holdings
charter. This article defines a ``person'' as ``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.'' See Article Fifth, Section (a)(i). A ``related person''
is defined as ``(A) with respect to any [p]erson, all `affiliates'
and `associates' of such [p]erson (as such terms are defined in Rule
12b-2 under the Securities Exchange Act of 1934, as amended); (B)
with respect to any [p]erson that holds a permit issued by the
Chicago Stock Exchange, Inc. to trade securities on the Chicago
Stock Exchange (a ``Participant''), any broker or dealer with which
a Participant is associated; and (C) any two or more [p]ersons that
have any agreement, arrangement or understanding (whether or not in
writing) to act together for the purpose of acquiring, voting,
holding or disposing of shares of the capital stock of the
Corporation.'' See Article Fifth, Section (a)(ii).
    \6\ See Article Fifth, Section (b)(ii)(B).
    \7\ See Article Fifth, Section (b)(ii)(C).
    \8\ The Commission consistently has noted this concern as it
approved substantially similar ownership and voting restrictions in
connection with the proposed demutualizations or restructurings of
national securities exchanges. See Demutualization Approval Order,
supra note 4, 70 FR at 7538; Securities Exchange Act Release No.
49718 (May 17, 2004), 69 FR 29611 (May 24, 2004) (order approving
SR-PCX-2004-08); Securities Exchange Act Release No. 49098 (January
16, 2004), 69 FR 3974 (January 27, 2004) (order approving SR-Phlx-
2003-73).
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    CHX Holdings now seeks to make a minor change in these ownership
provisions--keeping the same 20% and 40% limitations--but referring to
shares of stock of CHX Holdings representing in the aggregate more than
20% or 40% of ``the then outstanding votes entitled to be cast on any
matter,'' rather than to the shares of each class of stock that a
person might own. CHX Holdings believes that this revised definition
would more precisely address the reason for establishing the
limitations in the first place--to limit the voting power that can be
wielded by a stockholder that is also an Exchange participant. The
language proposed by CHX Holdings is identical to text included in the
recently-approved Amended and Restated Certificate of Incorporation of
NYSE Group, Inc.\9\
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    \9\ See Article V, Section 2 of the Amended and Restated
Certificate of Incorporation of NYSE Group, Inc., approved by the
Commission in Securities Exchange Act Release No. 53382 (February
27, 2006), 71 FR 11251 (March 6, 2006) (order approving NYSE-2005-
77).
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    In addition to the above-noted proposed wording change to the
ownership limitations set out in the CHX Holdings charter, CHX Holdings
also seeks approval to increase the number of shares of common stock
that can be issued by the company from 750,000 to 900,000. CHX Holdings
proposes this increase in the number of authorized shares to, among
other things, permit the company to seek one or more additional
investors and to have shares available if the company later seeks to
establish an equity compensation plan for directors, officers or
employees.
    All of these proposed changes to the CHX Holdings charter must be
presented to the CHX Holdings stockholders for approval before they are
effective. CHX Holdings plans to do so at the annual stockholder
meeting on July 19, 2006.\10\ Stockholders will be provided with proxy
materials prior to the meeting that will describe these proposals and
other issues in more detail.\11\
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    \10\ If CHX Holdings stockholders approve the proposed change,
the Exchange will file with the Commission an amendment to this
proposal to reflect that approval.
    \11\ CHX Holdings has halted trading in its common stock until
the third business day following distribution of these materials.
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2. Statutory Basis
    The CHX believes the proposal is consistent with the requirements
of the Act and the rules and regulations thereunder that are applicable
to a national securities exchange, and, in particular, with the
requirements of Section 6(b).\12\ The CHX believes the proposal is
consistent with Section 6(b)(5) of the Act \13\ in that it is designed
to promote just and equitable principles of trade, to remove
impediments, and to perfect the mechanism of, a free and open market
and a national market system, and, in general, to protect investors and
the public interest by permitting CHX Holdings to make minor changes to
the ownership limitations set out in its charter that fully address the
reasons for establishing those limitations in the first place and that
are identical to the language used by at least

one other national securities exchange in doing so.
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    \12\ 15 U.S.C. 78(f)(b).
    \13\ 15 U.S.C. 78f(b)(5).
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B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change will
impose any burden on competition.

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

    No written comments were either solicited or received.

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

    Within 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 Exchange 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, as amended, 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-CHX-2006-22 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-CHX-2006-22. 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 the 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 File Number
SR-CHX-2006-22 and should be submitted on or before July 25, 2006.
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    \14\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Market Regulation,
pursuant to delegated authority.\14\
Nancy M. Morris,
Secretary.
 [FR Doc. E6-10714 Filed 7-7-06; 8:45 am]

BILLING CODE 8010-01-P


[Federal Register: January 27, 2010 (Volume 75, Number 17)]
[Notices]
[Page 4442-4443]
[DOCID:fr27ja10-143]

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DEPARTMENT OF TRANSPORTATION

Federal Motor Carrier Safety Administration

Sunshine Act Meetings; Unified Carrier Registration Plan Board of
Directors

AGENCY: Federal Motor Carrier Safety Administration (FMCSA), DOT.

TIME AND DATE: February 11, 2010, 12 noon to 3 p.m., Eastern Standard
Time.

PLACE: This meeting will take place telephonically. Any interested
person may call Mr. Avelino Gutierrez at<PHONE_NUMBER> to receive the
toll free number and pass code needed to participate in these meetings
by telephone.

STATUS: Open to the public.

MATTERS TO BE CONSIDERED: The Unified Carrier Registration Plan Board
of Directors (the Board) will continue its work in developing and
implementing the Unified Carrier Registration Plan and Agreement and to
that end, may consider matters properly before the Board.

FOR FURTHER INFORMATION CONTACT: Mr. Avelino Gutierrez, Chair, Unified
Carrier Registration Board of Directors at<PHONE_NUMBER>.

    Issued on: January 12, 2010.
Larry W. Minor,
Associate Administrator for Policy and Program Development.
[FR Doc. 2010-1770 Filed 1-25-10; 4:15 pm]
BILLING CODE 4910-EX-P