[Federal Register Volume 63, Number 141 (Thursday, July 23, 1998)]
[Notices]
[Pages 39620-39621]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 98-19647]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-40220; File No. SR-NYSE-98-18]
Self-Regulatory Organizations; Notice of Filing and Immediate
Effectiveness of Proposed Rule Change by the New York Stock Exchange,
Inc. Relating to the Filing of Certain Material in Electronic Format by
Listed Companies
July 16, 1998.
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 July 9, 1998, the New York Stock Exchange, Inc. (``NYSE'' or
``Exchange'') filed with the Securities and Exchange Commission
(``SEC'' or ``Commission'') 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 Exchange's rules require listed companies to file multiple
copies of Commission reports and other materials with the Exchange. The
Exchange is proposing to permit listed companies to comply with this
obligation by filing certain material with the Commission through the
Electronic Data Gathering, Analysis, and Retrieval (``EDGAR'') system.
The text of the proposed rule change is available at the Office of
the Secretary, the NYSE, and at the Commission.
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
The purpose of the proposed rule change is to streamline filing
requirements for listed companies by permitting them to file most
Commission-required documents with the Exchange in electronic format.
The Exchange's rules required listed companies to file with it
multiple copies of annual and interim reports, as well as other
Commission filings, such as registration statements and prospectuses.
The Commission also requires listed companies to file copies of
Commission reports and registration statements with any national
securities exchange on which their securities are listed. Listed
companies currently file these materials with the Exchange in paper
format, even if they file electronically with the Commission. Under the
Commission's regulations, domestic registrants generally are required
to file all material with the Commission through EDGAR.\3\
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\3\ See Section 100 of Commission Regulation S-T.
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The proposed rule change provides that, with three exceptions, the
EDGAR filing will satisfy the Exchange filing requirement.\4\ The
Exchange will have immediate and complete access to all filings in the
same manner that it currently does, through its library, which is
operated under contract with the Exchange by a ``Level'' EDGAR
subscriber. In addition, the Exchange is considering additional forms
of access for relevant Exchange personnel, such as through an EDGAR
terminal on-site in the New Listings and Client Service offices. The
relevant Exchange staff also has access to much of this information
through the Commission's EDGAR site on the World Wide Web.
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\4\ The Exchange will submit a request for a ``no action''
letter (the ``No Action Letter''), on behalf of its listed
companies, seeking Commission staff concurrence in the view that a
company's filing of a report or other material covered by this rule
change through EDGAR will satisfy the company's obligation under the
Commission's rules to file the material with the Exchange. Although
the proposed rule change is effective immediately upon filing, the
Exchange will not implement the rule change until the Commission
staff grants the No Action Letter.
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The three areas in which the Exchange will continue to require hard
copy filing are:
Material necessary to support a listing application. The
Exchange currently accepts listing applications only in hard copy
format. Thus, the Exchange will continue to require the exhibits and
attachments to listing
[[Page 39621]]
applications, including Commission registration material, to be filed
in hard copy form.
Proxy material. The Exchange conducts an immediate review
of proxy material, including preliminary material, for a number of
purposes. For example, the Exchange reviews possible changes to the
company's board of directors. The Exchange also reviews proxies to
determine whether brokers-dealers may vote certain routine items
pursuant to Exchange Rule 452. Until the Exchange has more experience
in accepting filings through EDGAR, it believes it can best expedite
this review if it continues to receive multiple paper copies of the
proxy material.
Forms 8-K. Listed companies file these ``current reports''
to provide notice of certain material events. Because these reports can
provide an early warning of material corporate developments, the
Exchange preliminarily believes that it would be appropriate to receive
hard copy delivery of this information.
The Exchange will monitor the operation of this rule. Based on that
monitoring, the Exchange will consider expanding the categories of
reports and other materials that listed companies can file with the
Exchange through EDGAR, and will file a proposed rule change with the
Commission if it determines to expand the operation of the rule.
2. Statutory Basis
The NYSE believes the proposed rule change is consistent with the
requirements of Section 6(b)(5) of the Act \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 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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\5\ 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 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 Act
The foregoing rule change constitutes a stated policy, practice, or
interpretation with respect to the meaning, administration, or
enforcement of an existing rule of the Exchange and therefore, has
become effective pursuant to Section 19(b)(3)(A)(i) of the Act,\6\ and
subparagraph (e) of Rule 19b-4 thereunder.\7\ The Exchange will not
implement the proposed rule change until the Commission staff grants
the requested No Action Letter concurring in the Exchange's view that a
company's filing of a report or other material covered by this rule
change through EDGAR will satisfy the company's obligation under the
Commission's rules to file the material with the Exchange.
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\6\ 15 U.S.C. 78s(b)(3)(A)(i).
\7\ 17 CFR 240.19b-4.
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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 the 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.
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. Persons making written submissions
should file six copies thereof with the Secretary, Securities and
Exchange Commission, 450 Fifth Street NW, Washington, DC 20549. Copies
of the submissions, 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, 450 Fifth Street, NW, Washington,
DC 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-98-18 and should be submitted by August 13,
1998.
For the Commission by the Division of Market Regulation,
pursuant to delegated authority.\8\
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\8\ 17 CFR 200.30-3(a)(12).
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Jonathan G. Katz,
Secretary.
[FR Doc. 98-19647 Filed 7-22-98; 8:45 am]
BILLING CODE 8010-01-M
