[Federal Register Volume 62, Number 209 (Wednesday, October 29, 1997)]
[Notices]
[Pages 56220-56221]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 97-28570]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-39262; File No. SR-NYSE-97-29]
Self-Regulatory Organizations; Notice of Filing and Immediate
Effectiveness of Proposed Rule Change by New York Stock Exchange, Inc.,
Relating to Subsequent Listing Applications
October 21, 1997.
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 October 17, 1997, the New York Stock Exchange, Inc.
(``NYSE'' or the ``Exchange'') filed with the Securities and Exchange
Commission (``Commission'' or ``SEC'') the proposed rule change as
described in Items I, II, and III below, which Items have been prepared
by the NYSE. 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
The NYSE is proposing to amend the form of listing application for
companies seeking, among other things, to list additional securities on
the Exchange or seeking to make changes in securities already listed.
The proposed rule change will change the format of the listing
application into that of a memorandum and will remove from the
application information not necessary for the Exchange to review in
analyzing the transaction and authorizing the listing.
The text of the proposed rule change is available at the Office of
the Secretary, NYSE, and at the Commission.
II. Self-Regulatory Organization's Statement of the Purpose of and
Statutory Basis for, the Proposed Rule Change
In this filing with the Commission, the NYSE 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 NYSE 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
Under Section 7, para. 703.01 of the Listed Company Manual, NYSE-
listed companies must apply for Exchange approval to list additional
securities (such as additional shares of common stock the company may
be issuing), to make changes in a listed security (such as with respect
to a company's name change or change in state of incorporations), or to
list securities that could be issued upon conversion of other
securities. These subsequent listing applications generally are routine
in nature. In 1995 and 1996, the Exchange authorized over 1805 and 2160
subsequent listing applications, respectively.
The NYSE believes that the current listing application format, as
provided in Section 9, para. 903.02 of the Listed Company Manual, is
cumbersome and requires companies to provide information beyond that
necessary for the Exchange to analyze the transaction and authorize the
listing of the securities. This proposed rule change would simplify the
application process by changing the form of the application to a
``memorandum format'' and removing the requirement to provide
information beyond that necessary to analyze the transaction and
authorize the listing. Companies still would be required to submit all
relevant supporting documents, such as a Commission registration
statement and an opinion of counsel.
2. Basis
The Exchange believes that the basis under the Act for the proposed
rule change is the requirement under Section 6(b)(5) \3\ that an
exchange have rules that are designed to prevent fraudulent and
[[Page 56221]]
manipulative acts and practices, to promote just and equitable
principles of trade, to remove impediments to, and perfect the
mechanism of a free and open market and a national market system, and,
in general, to protect investors and the public interest.
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\3\ 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 solicited or received with respect to the
proposed rule change.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
Because the foregoing rule change: (1) Does not significantly
affect the protection of investors or the public interest; (2) does not
impose any significant burden on competition; (3) does not become
operative for 30 days from the date of its filing; and (4) the Exchange
provided the Commission with notice of its intent to file the proposed
rule change at least five days prior to the filing date, the proposed
rule change has become effective pursuant to Section 19(b)(3)(A) \4\ of
the Act and Rule 19b-4(e)(6) \5\ thereunder. At any time within 60 days
of the filing of such proposed rule change, the Commission may
summarily abrogate such rule change if it appears to Commission that
such action is necessary or appropriate in the public interest, for the
protection of investors, or otherwise in furtherance of the purposes of
the Act.
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\4\ 15 U.S.C. 78s(b)(3)(A).
\5\ 17 CFR 240.19b-4(e)(6).
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IV. Solicitation of Comments
Interested persons are invited to submit written data, views and
arguments concerning the foregoing. Persons making written submissions
should file six copies thereof with the Secretary, Securities and
Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549.
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 U.S.C. 552, will be available for inspection and copying in the
Commission's Public Reference Room. Copies of such filings will also be
available for inspection and copying at the principal office of the
NYSE. All submissions should refer to the File No. SR-NYSE-97-29 and
should be submitted by November 19, 1997.
For the Commission, by the Division of Market Regulation,
pursuant to delegated authority.\6\
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\6\ 17 CFR 200.30-3(a)(12).
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Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 97-28570 Filed 10-28-97; 8:45 am]
BILLING CODE 8010-01-M
