[Federal Register Volume 60, Number 244 (Wednesday, December 20, 1995)]
[Notices]
[Pages 65704-65705]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-30912]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-36581; File No. SR-NYSE-95-39]
Self-Regulatory Organizations; Notice of Filing of Proposed Rule
Change by the New York Stock Exchange, Inc. Relating to Revised Listing
Standards for Equity-Linked Debt Securities
December 13, 1995.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''), 15 U.S.C. Sec. 78s(b)(1), notice is hereby given that on
November 29, 1995, the New York Stock Exchange, Inc. (``Amex'' 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 self-regulatory
organization. The Commission is publishing this notice to solicit
comments on the proposed rule change from interested persons.
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The NYSE proposes to amend its listing standards for Equity-Linked
Debt Securities (``ELDS''). These listing standards are contained in
Para. 703.21 of its Listed Company Manual. The amendments would allow
the Exchange to list ELDS on securities, as described below, that have
a market capitalization of $1.5 billion or $500 million, if such
securities have annual trading volume of 10 million and 15 million
shares, respectively.
The text of the proposed rule change is available at the Office of
the Secretary, NYSE and at the Commission.
[[Page 65705]]
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 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
ELDS are non-convertible debt securities of an issuer where the
value of the debt is based, at least in part, on the value of another
issuer's common stock or non-convertible preferred stock.\1\ The
purpose of the proposed rule change is to amend the trading volume
criteria for the linked security, that is, the security on which the
value of the ELDS is based. Currently, under Section 703.21 of the
Listed Company Manual, in order to list an ELDS product, the linked
security must meet one of the following criteria:
\1\ See Securities Exchange Act Release No. 33468 (Jan. 13,
1994). These listing standards were subsequently revised in
Securities Exchange Act Release Nos. 33841 (March 31, 1994) and
34985 (Nov. 18, 1995).
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Annual trading
Market capitalization volume
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$3 billion...................... and............... 2.5 million
shares.
$1.5 billion.................... and............... 20 million shares.
$500 million.................... and............... 80 million shares.
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The proposed rule change will lower the trading volume requirements
criteria such that an ELDS may be listed provided the linked security
meets one of these revised criteria:
------------------------------------------------------------------------
Market capitalization Annual trading volume
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$3 billion........................... and 2.5 million shares.
$1.5 billion......................... and 10 million shares.
$500 million......................... and 15 million shares.
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The Exchange believes the new criteria will provide it with greater
flexibility to list these types of securities. The rule change will
also delete the current provision of the rule that allows the Exchange
to list ELDS that do not meet these criteria if the Division of Market
Regulation of the SEC concurs. With the increased flexibility that the
new numerical listing criteria will supply, it will no longer be
necessary to conduct such a case-by-case review of ELDS listings.
2. Statutory Basis
The basis under the Act for this proposed rule change is the
requirement under Section 6(b)(5) 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 foster cooperation
and coordination with persons engaged in regulating, clearing,
settling, processing information with respect to, and facilitating
transactions in securities, 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.
B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange believes the proposed rule change will impose no
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 unsolicited 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 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 the 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. 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 5 U.S.C. 552, will be available for inspection and copying at the
Commission's Public Reference Section, 450 Fifth Street, N.W.,
Washington, D.C. 20549. Copies of such filing will also be available
for inspection and copying at the principal office of the NYSE. All
submissions should refer to File No. SR-NYSE-95-39 and should be
submitted by January 10, 1996.
For the Commission, by the Division of Market Regulation,
pursuant to delegated authority.\2\
\2\ 17 CFR 200.30-3(a)(12) (1994).
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Jonathan G. Katz,
Secretary.
[FR Doc. 95-30912 Filed 12-19-95; 8:45 am]
BILLING CODE 8010-01-M
