[Federal Register Volume 64, Number 37 (Thursday, February 25, 1999)]
[Notices]
[Pages 9369-9370]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 99-4633]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-41054; File No. SR-NYSE-98-48]


Self-Regulatory Organizations; Order Approving Proposed Rule 
Change by the New York Stock Exchange, Inc. Permanently Approving a 
Pilot Program Amending Paragraph 902.02 of the Exchange's Listed 
Company Manual to Reduce Listing Fees for Amalgamations

February 16, 1999.

I. Introduction

    On December 28, 1998, the New York Stock Exchange, Inc. (``NYSE'' 
or ``Exchange'') submitted to 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 establishing a pilot program to amend paragraph 
902.02 of the Exchange's Listed Company Manual (``Manual'') and seeking 
permanent approval of the pilot program. Paragraph 902.02 of the Manual 
contains the schedule of current listing fees for companies listing 
securities on the Exchange.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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    The proposed rule change was published for comment in the Federal 
Register on January 15, 1999.\3\ The Commission received no comments on 
the proposal. This order approves the proposal.
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    \3\ See Securities Exchange Act Release No. 40887 (January 6, 
1999), 64 FR 2693 (Notice of filing and order granting partial 
accelerated approval to the proposed rule change establishing a 
pilot program to reduce initial listing fees for amalgamations. The 
pilot expires on April 5, 1999.)
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II. Description of Proposal

    The proposed rule change amends the listed company fee schedule, 
set forth in Paragraph 902.02 of the Manual, as it applies to certain 
business combinations. Specifically, the Exchange is codifying its 
long-standing interpretation of the term ``amalgamation,'' and deleting 
language inconsistent with the application of that definition. Further, 
the Exchange is making non-substantive clarifications to the provision 
of the Manual that states that the fee for a company listing as a 
result of an amalgamation is 25% of the basic initial fee.
    The Exchange's long-standing interpretation of the term 
``amalgamation'' is the consolidation of two or more NYSE-listed 
companies into a new company. The Exchange is proposing to codify this 
definition into Paragraph 902.02 of the Manual. While language to that 
effect currently exists in the Manual, a ``housekeeping'' change is 
required to clarify that (1) an amalgamation is defend as the 
consolidation of two or more NYSE-listed companies into a new listed 
company, and (2) a reduced initial fee will be applied to listing 
resulting from an amalgamation.
    A further housekeeping change is required as the result of a recent 
change to Paragraph 902.02 of the Manual, currently in effect as a 
pilot, which implemented a reduced listing fee for mergers between an 
NYSE-listed company and a non-NYSE listed company.\4\ Specifically, 
current language is being deleted from the rule that refers to the 
merger of listed companies into an unlisted company which becomes 
listed.\5\ This language is no longer necessary in light of the recent 
amendments.
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    \4\ See Securities Exchange Act Release No. 40698 (November 20, 
1998), 63 FR 65833 (November 30, 1998).
    \5\ When an NYSE-listed company merges with another NYSE-listed 
company that becomes unlisted and then lists on the NYSE, the full 
fee shall apply. Telephone conversation between Daniel Beyda, 
Associate General Counsel, NYSE; David Sieradzki, Special counsel, 
Division of Market Regulation (``Division''), Commission; and Robert 
Long, Attorney, Division, Commission on January 4, 1999.
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III. Discussion

    The Commission finds that the proposed rule change is consistent 
with the requirements of the Act \6\ and the rules and regulations 
thereunder applicable to a national securities exchange, and in 
particular, with the provisions of Section 6 of the Act.\7\ More 
specifically, the Commission believes that the proposed rule change is 
consistent with Section 6(b)(4) of the Act, which requires that the 
rules of an exchange assure the equitable allocation of reasonable 
dues, fees, and other charges among members, issuers, and other persons 
using its facilities.\8\ The Commission believes that the proposal 
enhances the clarity of the Manual with respect to initial listing 
fees. As a result, the Commission finds that the proposal is consistent 
with the Act.
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    \6\ In permanently approving the pilot, the Commission 
considered the pilot'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)(4).
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IV. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\9\ that the

[[Page 9370]]

proposed rule change (SR-NYSE-98-48) is approved.

    \9\ 15 U.S.C. 78s(b)(2).
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    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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Jonathan G. Katz,
Secretary.
[FR Doc. 99-4633 Filed 2-24-99; 8:45 am]
BILLING CODE 8010-01-M