[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