02-10867. Self-Regulatory Organizations; New York Stock Exchange, Inc.; Order Granting Approval to Proposed Rule Change and Amendment No. 1 and Amendment No. 2 Thereto, Regarding Method of Delivery of Annual Reports and Proxy Materials

April 26, 2002.

On October 11, 2001, the New York Stock Exchange, Inc. (“NYSE” or “Exchange”) filed with the Securities and Exchange Commission (“Commission”), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”)^[1] and Rule 19b-4 thereunder,^[2] a proposed rule change to specify that annual reports and proxy materials should be distributed in such format and by such methods as are permitted or required by applicable law and regulations (including any interpretations thereof by the Commission). On January 15, 2002,^[3] and March 5, 2002,^[4] the Exchange amended the proposal to make technical changes to its rule text.

The proposed rule change, as amended, was published for comment in the Federal Register on March 27, 2002.^[5] The Commission received no comments on the proposal.

The Commission finds that the proposed rule change, as amended, is consistent with the requirements of the Act and the rules and regulations thereunder applicable to a national securities exchange ^[6] and, in particular, the requirements of Section 6 of the Act ^[7] and the rules and regulations thereunder. The Commission finds specifically that the proposed rule change is consistent with Section 6(b)(5) of the Act ^[8] because it requires the Exchange's members to distribute annual reports and proxy materials in a manner that is consistent with federal securities laws. The Commission believes such consistency should foster cooperation and coordination with persons engaged in regulating, clearing, settling, processing information with respect to, and facilitating transactions in securities, remove impediments to and perfect the mechanism of a free and open market and a national market system, and, in general, protect investors and the public interest.

IT IS THEREFORE ORDERED, pursuant to Section 19(b)(2) of the Act,^[9] that the proposed rule change (SR-NYSE-2001-40), as amended, be, and hereby is, approved.

For the Commission, by the Division of Market Regulation, pursuant to delegated authority.^[10]

Margaret H. McFarland,

Deputy Secretary.

Footnotes

1.  15 U.S.C. 78s(b)(1).

2.  17 CFR 240.19b-4.

3.  See letter to Nancy Sanow, Assistant Director, Division of Market Regulation (“Division”), Commission, from Darla C. Stuckey, Corporate Secretary, NYSE, dated January 11, 2002 (“Amendment No. 1”).

4.  See letter to Nancy Sanow, Assistant Director, Division, Commission, from Darla C. Stuckey, Corporate Secretary, NYSE, dated March 4, 2002 (“Amendment No. 2”).

5.  See Securities Exchange Act Release No. 45602 (March 20, 2002), 67 FR 14756.

6.  In approving this proposed rule change, the Commission notes that it has considered the proposed rule's impact on efficiency, competition, and capital formation. 15 U.S.C. 78c(f).

7.  15 U.S.C. 78f.

8.  15 U.S.C. 78f(b)(5).

9.  15 U.S.C. 78s(b)(2).

10.  17 CFR 200.30-3(a)(12).