[Federal Register Volume 64, Number 94 (Monday, May 17, 1999)]
[Notices]
[Pages 26810-26811]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 99-12357]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-41375; File No. SR-NYSE-99-15]
Self-Regulatory Organizations; Notice of Filing and Order
Granting Accelerated Approval of Proposed Rule Change by the New York
Stock Exchange, Inc. Relating to Listed Company Fees
May 6, 1999.
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 April 13, 1999, the New York Stock Exchange, Inc. (``NYSE'' or
``Exchange'') filed with the Securities and Exchange Commission
(``Commission'' or ``SEC'') the proposed rule change as described in
Items I and II below, which Items have been prepared by the NYSE. The
Commission is publishing this notice and order to solicit comments on
the proposed rule change from interested persons and to approve the
proposal on an accelerated basis.
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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 proposes to amend Paragraph 902.02 of the Exchange's
Listed Company Manual (``Manual''). Paragraph 902.02 contains the
schedule of current listing fees for companies listing securities on
the Exchange.
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 III below. The NYSE has prepared summaries, set forth in sections
A, B, and C below, of the most significant parts of such statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
The proposed rule change amends the NYSE's listed company fee
schedule, set forth in Paragraph 902.02 of the Manual, as it applies to
certain business transactions. First, the Exchange seeks to adopt a
$500,000 fee cap for companies that split the stock more than once over
a rolling three calendar year period. Currently, additional securities
issued in conjunction with a split are billed initial listing fees and
capped at $250,000 per split. The new cap is intended to provide
pricing consideration for companies that frequently split their
securities.
Second, the Exchange seeks to adopt a $500,000 initial fee cap for
shares issued in conjunction with a merger or acquisition. Currently,
shares issued in conjunction with a merger or acquisition are billed
initial listing fees. This fee cap is intended to provide pricing
consideration for listed companies involved in mergers and
acquisitions.
2. Statutory Basis
The NYSE represents that the proposed rule change is consistent
with Section 6(b) of the Act \3\ in general, and furthers the
objectives of Section 6(b)(4) \4\ in particular, which requires an
[[Page 26811]]
Exchange to have rules providing for the equitable allocation of
reasonable dues, fees and other charges among its members and issuers
and other persons using its facilities.
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\3\ 15 U.S.C. 78f(b).
\4\ 15 U.S.C. 78f(b)(4).
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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 did not solicit or receive written comments on the
proposed rule change.
III. 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, N.W., Washington, D.C. 20549-
0609. 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 such filings will also be
available for inspection and copying at the principal office of the
NYSE. All submissions should refer to File No. SR-NYSE-99-15 and should
be submitted by June 7, 1999.
IV. Discussion
The Commission finds that the proposed rule change is consistent
with the requirements of the Act and the rules and regulations
thereunder applicable to a national securities exchange and, in
particular, the requirements of Section 6 of the Act \5\ and the rules
and regulations thereunder.\6\ Section 6(b)(4) of the Act \7\ requires
that the rules of an exchange provide for the equitable allocation of
reasonable dues, fees, and other charges among its members and issuers
and other persons using its facilities. By capping issuer listing fees
under certain circumstances, the proposal should help to ensure that
issuers that split their securities frequently or that participate in
mergers or acquisitions are not charged disproportionately high listing
fees.
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\5\ 15 U.S.C. 78f.
\6\ In approving this rule change, the Commission has considered
the proposal's impact on efficiency, competition, and capital
formation, consistent with Section 3 of the Act. 15 U.S.C. 78c(f).
This proposal should facilitate capital formation by reducing
listing fees.
\7\ 15 U.S.C. 78f(b)(4).
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Pursuant to Section 19(b)(2) of the Act,\8\ the Commission finds
good cause for approving the proposed rule change prior to the 30th day
after the date of publication of notice of filing of the proposal in
the Federal Register because the proposed rule change will allow
companies to benefit from the fee caps as soon as possible.
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\8\ 15 U.S.C. 78s(b)(2).
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It is therefore ordered, pursuant to Section 19(b)(2) \9\ of the
Act, that the proposed rule change (File No. SR-NYSE-99-15) be, and
hereby is, approved.
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\9\ 15 U.S.C. 78s(b)(2).
For the Commission, by the Division of Market Regulation,
pursuant to delegated authority.\10\
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\10\ 17 CFR 200.30-3(a)(12).
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Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 99-12357 Filed 5-14-99; 8:45 am]
BILLING CODE 8010-01-M