[Federal Register Volume 62, Number 83 (Wednesday, April 30, 1997)]
[Pages 23521-23524]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 97-11087]

[[Page 23521]]



[Release No. 34-38542; File No. SR-NYSE-97-05]

Self-Regulatory Organizations; New York Stock Exchange, Inc.; 
Order Approving Proposed Rule Change and Notice of Filing and Order 
Granting Accelerated Approval of Amendment No. 1 Relating to the 
Agreement Transferring the New York Stock Exchange Options Business to 
the Chicago Board Options Exchange, Incorporated

April 23, 1997.

I. Introduction

    On March 3, 1997, the New York Stock Exchange, Inc., (``NYSE'' or 
``Exchange'') filed with the Securities and Exchange Commission 
(``Commission'' or ``SEC'') 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 relating to the agreement 
transferring the NYSE's options business to the Chicago Board Options 
Exchange, Inc. (``CBOE''). The proposed rule change was published for 
comment in Securities Exchange Act Release No. 38376 (March 7, 1997), 
62 FR 12671 (March 17, 1997). On April 22, 1997, NYSE amended the 
filing.\3\ The Commission received six comment letters on the 

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ Letter from James E. Buck, Senior Vice President and 
Secretary, NYSE to Margaret J. Blake, Special Counsel, Division of 
Market Regulation, Commission (April 18, 1997).
    \4\ Letters from Simon Erlich, Options Member, NYSE, to Jonathan 
G. Katz, Secretary, Commission (March 19, 1997) (``Erlich Letter''); 
Andrew Rothlein, Stock and Index Option Broker-Dealer, NYSE, to 
Jonathan G. Katz, Secretary, Commission (April 4, 1997) (``Rothlein 
Letter''); Isaac M. Ovadiah, G.P., to Jonathan G. Katz, Secretary, 
Commission (April 7, 1997) (``Ovadiah Letter''); Ernest M. 
Cortegiano, to Jonathan G. Katz, Secretary, Commission (April 7, 
1997) (``Cortegiano Letter''); Issac M. Ovadiah, to Arthur Levitt, 
Chairman, Commission (April 14, 1997) (``Ovadiah Letter No. 2''); 
Michael Schwartz, Chairman, Committee on Options Proposals (April 8, 
1997) (``COOP'' Letter).

II. Description of the Proposal

    The Exchange has stated that the purpose of the proposed rule 
change is to effect the fair and orderly transfer of the NYSE's options 
business to CBOE and to secure for traders and brokers who currently 
make their living on the Exchange's options floor an opportunity to 
continue their occupations at CBOE.
    The Exchange and CBOE executed an agreement (``Transfer 
Agreement'') as of February 5, 1997 setting forth the terms and 
conditions by which CBOE would acquire the NYSE's options business. The 
effective date of the acquisition is scheduled for April 28, 1997, 
subject to fulfillment of conditions specified in the Transfer 
Agreement and approval of this proposed rule change and the parallel 
filing by CBOE.\5\

    \5\ On April 23, 1997, the Commission approved the parallel CBOE 
filing. See Securities Exchange Act Release No. 38541 (April 23, 

    In accordance with the Transfer Agreement, CBOE will create and 
issue 75 options trading permits (``Permits''), each having a seven-
year duration. Subject to limited exceptions, the Permits may not be 
sold, leased or transferred for a period of one year after the 
effective date under the transfer Agreement. The Permits will provide 
for trading on a new and separate trading floor at CBOE's Chicago 
facility. Representatives of the Exchange's options community have been 
provided an opportunity to participate in the design of the new trading 
floor, which will have services and support facilities comparable to 
those used on CBOE's principal options trading floor. Upon 
qualification pursuant to CBOE rules, Permit recipients will have (1) 
the right to act as broker or dealer in transferred options (i.e., 
options traded on NYSE and not dually listed on CBOE), as well as in 
options subsequently allocated to the program by CBOE; (2) the right to 
trade ``by order'' as principal on CBOE's principal trading facility 
those options dually listed on NYSE and CBOE; and (3) the right to 
trade ``by order'' as principal on CBOE's principal trading facility 
any other classes of CBOE options up to an aggregate of 20 percent of 
the holder's quarterly contract volume on CBOE.
    In addition, each NYSE options specialist unit Permit holder will 
be appointed as the CBOE Designated a Primary Market-Maker (``DPM'') in 
its transferred specialty options. CBOE will allocate to the new 
program securities underlying at least 14 new options classes per year 
for the first seven years after the transfer.
    Permit holders will be deemed limited members of the CBOE, subject 
generally to the same obligations under the CBOE rules as are regular 
CBOE members, with certain exceptions. One notable exception is that 
application fees will be waived in certain instances. Also, under 
certain circumstances, recipients of Permits or their nominees who move 
their principal residence to Chicago and qualify under CBOE rules may 
receive up to $10,000 per Permit for customary moving expenses.
    Each Exchange non-specialist options firm, including sole 
proprietors, doing business on the NYSE options floor will be offered 
the same number of Permits as that firm had in valid NYSE floor badges 
as of December 5, 1996. However, in order for the firm to actually 
receive Permits, the firm's individual badge holders on that date must 
personally qualify and trade on CBOE as individual Permit holders or as 
``nominees'' of the firms owning Permits. Consistent with CBOE rules 
permitting partnerships and corporations to be members, the firms 
themselves may own Permits. CBOE may impose limits on transfers on 
Permits and prohibit substitutions of nominees in a manner designed to 
assure that Permits are not transferred, and that nominees remain with 
the firm at CBOE for one year after issuance.
    As in the case of non-specialist firms, each Exchange specialist 
options firm, including joint books, will be offered the same number of 
Permits as that firm had in valid NYSE floor badges as of December 5, 
1996. However in contrast to non-specialist firms, no specified 
individual will be required to be a specialist firm's nominee or to 
move to or remain at CBOE as a condition of a Permit's effectiveness. 
Instead, the specialist firms can select the persons to become nominees 
and use the Permits. Nominees may be freely substituted, but CBOE may 
impose limits on transfers of Permits designed to assure that Permits 
are not transferred for one year after issuance.
    CBOE will lease out any of the 75 Permits not issued as specified 
above, as well as any Permits revoked due to violation of CBOE 
restrictions on transfer and substitution of nominees, through an 
auction or other competitive processes. The proceeds from the leases 
will be distributed pro rata to the approximately 92 persons who, as a 
result of their options trading rights (``OTR''), were entitled to 
possible benefits.\6\

    \6\ Because there are as many OTRs as there are Exchange members 
(a total of 1366), but only 92 OTRs were directly involved in the 
options business, there was an excess of 1274 OTRs, thus 
complicating negotiations to obtain cost-free trading permits. 
Accordingly, by resolution on September 5, 1996, the Exchange's 
Board limited the universe of OTR holders potentially entitled to 
direct benefits from the transfer to present and future holders of 
the 92 ``activated'' OTRs, that is, to: (1) Regular members who 
already were using or leasing out their OTRs, (2) holders of OTRs 
separated from equity memberships, and (3) subsequent purchasers 
from them.

    The purchase price under the Transfer Agreement is $5,000,000. The 
Exchange will retain $1.2 million of the purchase price to partially 
offset Exchange exit

[[Page 23522]]

costs and as compensation for a ten-year license given to CBOE to list 
and trade options on the NYSE Composite Index. The Exchange will 
distribute the remaining $3.8 million of the purchase price, net of an 
appropriate tax reserve, on a pro rata basis to all of its 1366 
members, subject to a determination of whether or not the distribution 
will be taxed both to the Exchange and to the member recipients. The 
tax reserve also includes a component designed as a precaution to 
address the possibility that the lease pool proceeds (discussed herein) 
may result in imputed income to the Exchange. The Exchange will apply 
to the Internal Revenue Service for Private Letter Rulings to resolve 
the two tax questions. Pending receipt of the rulings, CBOE will pay 
the $3.8 million into an Escrow Account.
    If the Exchange receives an adverse ruling on the lease proceeds, a 
portion of the escrow account will be released annually as needed to 
fund tax payments, with any surplus in excess of $1000 in the escrow 
account after funding of any Exchange tax payments on lease pool 
proceeds being paid either to the NYSE Foundation \7\ or pro rata to 
the Exchange's 1366 members.\8\ If the Exchange receives an adverse 
ruling on the distribution to the 1366 members, distribution (net of 
any tax reserve for the lease pool proceeds) of some or all of the 
escrow account may be made to the NYSE Foundation instead of the 1366 
members. Under no circumstances will escrow funds, except for amounts 
owed to the Exchange and any tax reserves or reserve surplus less than 
$1000, be distributed other than to the 1366 members or the NYSE 

    \7\ The NYSE Foundation, authorized by the Board of Directors of 
the Exchange in October 1983 and incorporated as a not-for-profit 
organization in November 1983, provides funds for educational, civic 
and charitable purposes. The Foundation's charitable giving focuses 
on three main areas: education, quality of life, and community. The 
escrow funds would be available for any such purposes other than 
those specifically targeted at the securities industry.
    \8\ See supra note 3. As originally filed, any surplus remaining 
in escrow after tax payments on the lease pool proceeds would revert 
to the Exchange's treasury. The amendment states that any surplus, 
in excess of $1000, of reserve tax funds remaining in the escrow 
account after tax payments on lease pool proceeds will be paid 
either to the NYSE Foundation or pro rata to the Exchange's 1366 

    The Exchange proposes to retain discretion to require payment of 
outstanding amounts owing to the Exchange by OTR holders through the 
distribution lease pool proceeds or by conditioning the receipt of 
Permits upon payment of outstanding debts. (See, e.g., NYSE 
Constitution, Article II, Section 8; NYSE Rule 795(d)(i); and NYSE Rule 
795.10, Supplementary Material.) The Exchange also originally proposed 
to retain the discretion to require the transfer of separated OTRs to 
the Exchange. In its letter responding to commenters, however, the 
Exchange stated its intention not to exercise this discretion.\9\

    \9\ See NYSE Letter.

III. Comments

    The Commission received six comment letters in response to the 
filing, with one commenter submitting two letters.\10\ Four commenters 
opposed the NYSE's transfer of its options business,\11\ and one 
commenter favored the transfer.\12\ The Exchange submitted a letter in 
response to those commenters in opposition to the proposal.\13\

    \10\ See supra note 4.
    \11\ See Erlich Letter; Rothlein Letter; Ovadiah Letter (April 
4, 1997); Cortegiano Letter; Ovadiah Letter No. 2 (April 10, 1997).
    \12\ See COOP Letter.
    \13\ Letter from Richard P. Bernard, Executive Vice President 
and General Counsel, NYSE, to Michael A. Walinskas, Senior Special 
Counsel, Division of Market Regulation, Commission (April 21, 1997) 
(``NYSE Letter'').

    The four opposing commenters believe the transfer is discriminatory 
in that it treats differently non-specialist firms that have leased 
their OTRs versus non-specialist firms that have not.\14\ Specifically, 
these commenters argue that a non-specialist firm leasing out OTRs will 
not have the right to receive a Permit on the CBOE, while non-
specialist firms that have not leased out their OTRs may receive 
Permits for their individual badge holders. One commenter questioned 
why the lessees of Permits acquire more privileges than the actual 

    \14\ See Erlich Letter; Rothlein Letter; Ovadiah Letter (April 
4, 1997); Cortegiano Letter.
    \15\ See Ovadiah Letter (April 4, 1997).

    Three opposing commenters state their disagreement with the 
difference in treatment of specialists and non-specialists firms in the 
transfer.\16\ These commenters argue that allowing specialist firms to 
designate a nominee for trading NYSE Options, while denying that 
benefit to non-specialist firms, is anti-competitive and unfair. One 
commenter argues that this will have no constructive purpose and will 
only serve to drive non-specialist firms out of business.\17\

    \16\ See Erlich Letter; Ovadiah Letter (April 4, 1997); 
Cortegiano Letter.
    \17\ See Cortegiano Letter.

    Two opposing commenters question the actual subject matter of the 
sale.\18\ One commenter questions how one exchange may sell to another 
exchange that which it has been granted for free (i.e., the right to 
trade in certain options).\19\ Another commenter essentially believes 
CBOE is purchasing exclusive listing programs for the options currently 
listed on CBOE and NYSE, as well as trading privileges in those options 
allocated to NYSE.\20\

    \18\ See Erlich Letter; Cortegiano Letter.
    \19\ See Erlich Letter.
    \20\ See Cortegiano Letter.

    Two opposing commenters question the validity of the lease 
pool.\21\ They believe there is no assurance that any revenue will be 
generated from the lease pool.

    \21\ See Ovadiah Letter; Cortegiano Letter.

    One commenter was in favor of the proposal.\22\ This commenter 
believes the relative size of the NYSE Options program, coupled with 
the NYSE's lack of automatic execution capability for options, has led 
to cost inefficiencies. This commenter believes that the efficiencies 
available at CBOE will more than off-set any potential reduction in 
intermarket competition.

    \22\ COOP Letter.

    In response to commenters, the Exchange states that the proposal is 
not anticompetitive or discriminatory in its treatment of specialist 
versus non-specialist firms, but merely reflects the premium placed on 
specialists as opposed to non-specialists participating in the 
transfer. The Exchange further states that a badge holder of a non-
specialist firm can receive the benefits of a Permit so long as it 
contributes the attributes that CBOE believes will most enhance success 
in the transferred market. The Exchange states that the number of 
Permits negotiated were based on what the market would economically 
support and the desire to maximize the business opportunities created 
in the transferred market. The Exchange believes that the resolution is 
both reasonable and fair.
    In response to commenters' assertions of lost or reduced OTR lease 
revenues as a result of the sale, the Exchange notes that, subject to 
certain contingencies, OTR owners will receive, for seven years, 
payments from the CBOE lease pool that are anticipated to substantially 
exceed typical lease payments now received for OTRs. Moreover, the 
Exchange states that had it simply ceased operation of its options 
business without transferring it to CBOE, OTR lessors would thereafter 
have received no lease payments of any kind.
    The Exchange states that the proposal is not monopolistic or an 
unlawful circumvention of Commission policy on dual listing of options. 
The Exchange states that it has no agreement with CBOE to restrict dual 
listings of options

[[Page 23523]]

or to restrict, monopolize or foreclose any market. Furthermore, the 
Exchange notes that the agreement with CBOE does not contain a covenant 
not to compete. The Exchange has agreed to pay $500,000 to CBOE if, 
within one year of the Effective Date, NYSE determines to reenter the 
options business. According to NYSE, this payment acts as a one-time 
``benefit of the bargain'' payment to CBOE.
    Finally, the Exchange notes that the value of the transfer of the 
Exchange's options business was determined by competitive bids in a 
free and open market setting.

IV. Discussion

    The Commission believes NYSE's proposal is consistent with the 
requirements of Section 6(b)(5) of the Act.\23\ Section 6(b)(5) 
requires, among other things, that the rules of an exchange be designed 
to promote just and equitable principles of trade, perfect the 
mechanism of a free and open national market system, and, in general, 
to further investor protection and the public interest.

    \23\ 15 U.S.C. 78f(b)(5).

    Early last year, the NYSE conducted a strategic review of the 13-
year operation of its options business. In the course of the review, 
the Exchange considered the potential for overall growth in the options 
industry, explored the needs of the order-providing firms and the 
relationships through which the options business is done, assessed the 
existing capacity and structure in the options industry and the 
Exchange's existing and potential competitive position, and examined 
the scale of the effort necessary to make the Exchange's options 
business line profitable. The Exchange concluded that remaining in the 
options business, even at the then-current market share, would require 
significant capital expenditures, and that any effort to significantly 
improve market share would require an enormous expenditure of capital 
and human resources. After analyzing its strategic review, the NYSE 
determined that it was in the best interest of its members that the 
options business be transferred elsewhere rather than terminated. The 
Transfer Agreement between NYSE and the CBOE represents the culmination 
of NYSE's efforts to transfer the options business.
    Based on the representations of the NYSE, and after review of the 
proposed filing and submitted comment letters, the Commission has 
determined the Exchange's proposal is consistent with the overall 
public interest. The Exchange conducted a careful assessments and 
review of its options business and determined that it no longer wished 
to continue this business. There is nothing in the Act that compels the 
NYSE to continue to trade a particular product line. Moreover, the NYSE 
is permitted to terminate the options business entirely (consistent 
with an orderly wind-down of existing positions). Rather than simply 
terminate its options business, the NYSE attempted to package its 
options business as a whole and attempted to transfer it to another 
exchange in return for certain privileges accruing to NYSE options 
members and consideration paid to NYSE members. This not only 
facilitated the transfer of a talent pool to the CBOE, but also 
directly benefited NYSE members.
    According to the Exchange, it chose CBOE from among those exchanges 
showing interest in the transfer because opportunities for traders were 
best at CBOE. Furthermore, the CBOE bid was selected through an open 
and competitive process, with NYSE determining that the CBOE bid was 
superior both from a financial perspective, and in terms of the 
opportunity it promised NYSE Options traders and brokers to continue 
making their living in the options business. The Commission recognizes 
that the transfer may create hardships for some existing NYSE members. 
However, the Commission believes that the NYSE has made reasonable 
efforts to achieve a solution that has maximized the value of the NYSE 
Options program. Particularly, given the available alternative to the 
NYSE of terminating the business altogether, the Commission believes 
the transfer provides additional opportunities for NYSE options traders 
and brokers that the NYSE was under no obligation to provide under the 
federal securities laws.
    In response to commenters concerns regarding the disparity in the 
treatment of specialist firms versus non-specialist firms, the 
Commission believes that such differential treatment is justified given 
the available alternatives. As noted by the Exchange, the elements of 
the transfer outlined above represent a series of pragmatic compromises 
negotiated to reconcile the respective goals of the Exchange and CBOE. 
NYSE sought to minimize the disruption in the lives of the option badge 
holders and to maximize the opportunity for its options traders and 
brokers to continue to make their living in the options business after 
the transfer.
    CBOE sought to maximize the success of the transferred market as a 
whole by seeking to assure (1) that the NYSE Options specialists 
participated in the transfer, (2) that NYSE Option traders and brokers 
with trading experience moved to Chicago, and (3) that the number of 
Permits issued optimized the viability of the transferred market as a 
whole and of the businesses of the Permit holders individually. Thus 
the Transfer Agreement's ``homesteader'' element was designed to 
support CBOE's general goal of attracting experienced traders. However, 
the omission of a homesteading requirement for specialists reflects the 
higher priority attached by CBOE to assuring that all of the options 
specialists participated in the transfer. The terms of the business 
agreement negotiated and agreed to by the NYSE and CBOE do not appear 
inconsistent with the federal securities laws.
    The Commission believes that the Transfer Agreement's provision for 
specialists to designate a nominee constitutes a reasonable method to 
encourage specialist firms to participate in the transfer. The 
difference in treatment between the specialist and non-specialist firms 
recognizes their largely disparate backgrounds, rights, duties and 
functions. The Commission believes it is within the reasonable business 
judgement of the CBOE to treat the two types of options traders 
differently. Due to the expertise of the specialist firms in trading 
NYSE Options, the capital commitment of the specialist firms, and the 
relationships they have established with order routing firms, it is 
reasonable for CBOE to grant them more flexible Permits than other NYSE 
Option members.
    The Transfer Agreement also provides for differing treatment among 
OTR holders. Given the large number of OTR holders, the Exchange 
recognized the need to narrow the group eligible for Permits based on 
activity and expertise in trading of NYSE Options. In this regard, the 
proposal attempts to create an incentive to those individuals who 
actively trade NYSE Options (i.e., badge holders) to continue their 
options business at CBOE. Some commenters opposed this incentive, 
noting it unjustly benefits lessees of OTRs over non-specialist firm 
lessors. given the large number of outstanding OTRs, however, the 
Commission believes it was reasonable for the Exchange to limit the 
number of Permits issued in order to achieve an economically beneficial 
transfer of the NYSE Options business. The Exchange made a 
determination that the transferred market would economically support 
only a limited number of Permits. Therefore, the Permits were 
distributed in a way designed to maximize business opportunities 
created in the transferred

[[Page 23524]]

market, based on its determination that non-specialist OTR lessors are 
less likely to have the knowledge and proficiency of their lessees in 
trading NYSE Options.
    However, the Exchange did not intend to penalize the lessors, and 
in an effect to compensate these OTR holders, it created the lease pool 
concept, from which the lessors will receive direct benefits from 
leasing of excess Permits. As the NYSE noted, its anticipates, given 
certain contingencies, that payments from the lease pool will exceed 
lease payments now received for OTRs. Accordingly, the Commission 
believes that the established limit on Permits, the manner in which 
they are to be distributed, and the lease pool program, are all 
reasonable provisions contained in the Transfer Agreement. By limiting 
Permits to experienced NYSE Options traders, the Commission believes 
the Exchange's goal of transferring a pool of trained experts in NYSE 
Options is more likely to be met.
    Some commenters questioned the validity of the transfer and believe 
it is noting more than the purchase of trading rights in NYSE-listed 
options. The Commission would regard any anticompetitive arrangements 
in the trading of options to be of very serious concern, but after 
reviewing the proposed transfer closely, the Commission disagrees with 
these assertions. As the Exchange noted in its letter responding to 
commenters,\24\ there is no agreement between NYSE or CBOE to restrict 
dual listing of options or to restrict, monopolize or foreclose any 
market. The Commission believes that the proposal provides an 
appropriate vehicle for the CBOE to purchase, through an organized 
transaction, a trained pool of talent with experience in the trading 
characteristics of NYSE Options.\25\ The Commission notes that any 
other options exchange may, at any time, trade all or some NYSE 
Options. Furthermore, the Commission believes that the transfer 
provides a viable choice of these NYSE Options traders who desire to 
continue conducting an options business. Given NYSE's expressed 
intention to terminate options trading on its Exchange, the Commission 
believes that the transfer of the options business to CBOE will provide 
NYSE Options firms with benefits otherwise potentially unavailable if 
the NYSE firms were to negotiate individual with the CBOE.\26\

    \24\ See NYSE Letter.
    \25\ The fee paid by the CBOE also reflects, in part, the ten-
year license granted to CBOE to enable it to trade NYA Options.
    \26\ The Commission also notes that any NYSE Options firm always 
had the ability to become a member of any other options exchange and 
conduct an options business on that exchange.

    Should the NYSE decide to re-enter the options business within a 
year of the Effective Date, it has agreed to pay CBOE $500,000. The 
Commission believes this agreement is reasonable and does not 
constitute a ``noncompetition'' agreement between CBOE and NYSE, but 
instead serves to compensate CBOE for portion of the costs associated 
with acquiring the NYSE's Options business and essentially refund the 
fee earned by the NYSE for brokering the transfer of its options 
business to the CBOE. Moreover, the payment amount is so small that it 
would not effectively serve as any deterrent to the NYSE's re-entry 
into trading NYSE Options.
    Commenters questioned whether any revenue would be generated from 
the lease pool. The Commission believes, based on the representations 
of the Exchange, that the proceeds from the lease pool may 
substantially exceed typical lease payment now received for OTRs. The 
Commission notes that if the Exchange had determined to cease operation 
of its options business, OTR lessors would have received no lease 
payment of any kind. In this regard, the Commission believes the 
creation of a lease pool for distribution of lease proceeds is 
    The Exchange, pursuant to its Constitution and rules, retains the 
discretion to require payment of outstanding amounts owing to the 
Exchange by conditioning the receipt of Permits thereon, or through the 
distribution of lease pool proceeds.\27\ The Commission believes such 
discretion is reasonable as it will assure the Exchange that upon the 
transfer of OTRs, outstanding debts to the Exchange will be settled. 
The Commission believes this is reasonable and will not affect the 
substantive rights of OTR holders as the provision is currently applied 
for the transfer of OTRs.

    \27\ NYSE Constitution, Article II, Section 8; NYSE rule 
795(d)(i); and NYSE Rule 795.10, Supplementary Material.

    The Commission finds good cause to approve Amendment No. 1 to the 
filing prior to the 30th day after the date of publication of the 
notice of filing because the Amendment does not affect the substantive 
rights of the members and accelerated approval will facilitate the 
uninterrupted transfer of the NYSE Options business to CBOE as 

V. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning Amendment No. 1. Persons making written submission 
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 changes that are filed with the 
Commission, and all written communications relating to the proposed 
rule changes 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 5th Street, NW., Washington, 
DC 20549. Copies of such filings will also be available at the 
principal office of the Exchange. All submissions should refer to File 
No. SR-NYSE-97-05 and should be submitted by May 21, 1997.

VI. Conclusion

    For the foregoing reasons, the Commission finds that the proposed 
rule change and Amendment No. 1 are consistent with the Act and the 
rules and regulations thereunder applicable to the NYSE, and in 
particular Section 6(b)(5).
    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\28\ that the proposed rule change (File No. SR-NYSE-97-05) be and 
hereby is approved, and that Amendment No. 1 filed thereto be and 
hereby is approved on an accelerated basis.

    \28\ 15 U.S.C. 78s(b)(2).

    For the Commission by the Division of Market Regulation, 
pursuant to delegated authority.\29\

    \29\ 17 CFR 200.30-3(a)(12).

Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 97-11087 Filed 4-29-97; 8:45 am]