[Federal Register Volume 64, Number 237 (Friday, December 10, 1999)]
[Notices]
[Pages 69311-69316]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 99-32064]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-42194; File No. SR-NYSE-99-29]


Self-Regulatory Organizations; New York Stock Exchange, Inc.; 
Order Approving the Proposed Rule Change and Notice of Filing and Order 
Granting Accelerated Approval of Amendment Nos. 1, 3, and 4 to the 
Proposed Rule Change for the NYSE's Continued Listing Standards

December 1, 1999.

I. Introduction

    On June 22, 1999, the New York Stock Exchange, Inc. (``NYSE'' or 
``Exchange'') filed with the Securities and Exchange Commission 
(``SEC'' or ``Commission'') pursuant to Section 19(b)(1) of the 
Securities Exchange Act of 1934 (``Act''),\1\ and Rule 19b-4 under the 
Act,\2\ a proposed rule change to amend the NYSE's continued listing 
standards.

[[Page 69312]]

On July 26, 1999, the Commission approved on an accelerated basis the 
proposed changes as a pilot program (``Pilot'') scheduled to expire on 
November 1, 1999.\3\
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 41648 (July 26, 
1999), 64 FR 41986.
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    Notice of the proposal was published in the Federal Register on 
August 2, 1999.\4\ The Commission received three comment letters on the 
proposal.\5\ On October 26, 1999, the NYSE submitted Amendment No. 1, 
proposing to revise the continued listing criteria applicable to 
closed-end investment companies registered under the Investment Company 
Act of 1940 (``Funds'').\6\ On November 1, 1999, the NYSE submitted 
Amendment No. 2, proposing to extend the Pilot until December 1, 
1999.\7\ The Commission approved Amendment No. 2 on an accelerated 
basis on November 1, 1999.\8\ On November 18, 1999, the NYSE submitted 
Amendment No. 3, proposing to extend the period during which an issuer 
is allowed to reach the proposed minimum stock price for companies 
whose average closing price of their securities fell below a dollar for 
30 consecutive trading days.\9\ On November 26, 1999, the NYSE 
submitted Amendment No. 4, making several technical changes to the 
proposed rule text.\10\ This notice and order approves the proposed 
rule change, as amended, and solicits comments from interested persons 
on Amendment Nos. 1, 3, and 4.
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    \4\ Id.
    \5\ See Letters to Jonathan G. Katz, Secretary, SEC, from Frank 
G. Zarb, President and CEO, NASD, dated July 19, 1999 (``NASD''); 
Marcia L. MacHarg, Counsel for the Independent Directors, Jakarta, 
dated August 20, 1999 (``Jakarta''); and Ari Burstein, Assistant 
Counsel, ICI, dated August 23, 1999 (``ICI'').
    \6\ See Letter to Richard C. Strasser, Assistant Director, 
Division of Market Regulation (``Division''), SEC, from James E. 
Buck, Senior Vice President and Secretary, NYSE, dated October 25, 
1999 (``Amendment No. 1'').
    \7\ See Letter to Jonathan Katz, Secretary, SEC, from James E. 
Buck, Senior Vice President and Secretary, NYSE, dated November 1, 
1999 (``Amendment No. 2'').
    \8\ See Securities Exchange Act Release No. 42087, 64 FR 60872 
(November 8, 1999).
    \9\ See Letter to Richard C. Strasser, Assistant Director, 
Division, SEC, from James E. Buck, Senior Vice President and 
Secretary, NYSE, dated November 17, 1999 (``Amendment No. 3'').
    \10\ See Letter to Richard C. Strasser, Assistant Director, 
Division, SEC, from James E. Buck, Senior Vice President and 
Secretary, NYSE, dated November 24, 1999 (``Amendment No. 4'').
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II. Description of the Proposal

    The proposal would modify several of the NYSE's existing continued 
listing criteria, codify certain Exchange policies regarding its 
continued listing criteria, replace certain of the current criteria 
with new continued listing criteria, and create subsections in the 
continued listing section.\11\
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    \11\ On July 26, 1999, the date the Commission granted 
accelerated approval to the Pilot, the 30-day clock for computing 
the various averages began and all listed companies became subject 
to these proposed continued listing standards.
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    The Exchange's current numerical continued listing criteria include 
requirements regarding size, earnings, and share distributions. The 
proposal would replace the Exchange's current numerical continued 
listing criteria with a financial standard subjecting a company to 
suspension and delisting if: (i) Its global market capitalization and 
its stockholders' equity each fall below $50 million, or (ii) Its 
average global market capitalization is below $15 million over 30 
consecutive trading days. These two standards would apply to every 
company, whether domestic or non-U.S., and whether listed under the 
``adjusted earnings'' or ``cash flow'' standard.\12\
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    \12\ In calculating the market capitalization of non-U.S. 
issuers for continued listing standards the NYSE will determine the 
total number of outstanding shares from the latest SEC filing and 
multiply that number by the closing price in the issuer's home 
market. The NYSE explained that this number would cover all ordinary 
shares of the issuer, which would include the shares held in the 
home market (and elsewhere outside of the U.S.) as well as those 
shares held by the depositary bank that underlie the American 
Depositary Receipts (``ADRs''). Telephone conversation between N. 
Amy Bilbija, Counsel, NYSE, and Terri Evans, Special Counsel, and 
Heather Traeger, Attorney, Division, SEC, on November 26, 1999.
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    Second, the proposal would implement a new continued listing 
standard for those companies that quality under the ``global market 
capitalization'' standard.\13\ Such a company would be subject to 
delisting if: (i) Its global market capitalization is below $500 
million and its total revenues are below $50 million over the past 12 
months.\14\ (ii) Its average global market capitalization is below $100 
million over 30 consecutive trading days. In the event that such a 
company can qualify under one of the other original listing criteria, 
however, it would not be subject to delisting.
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    \13\ See Securities Exchange Act Release No. 41834 (September 3, 
1999), 64 FR 50129 (September 15, 1999).
    \14\ The NYSE's review would be based on a company's unaudited 
Quarterly Reports. Consequently, if a company were to restate its 
financials, the NYSE would re-evaluate the company's eligibility for 
continued listing on the Exchange. Telephone conversation between N. 
Amy Bilbija, Counsel, NYSE, and Deborah Flynn, Special Counsel, 
Division, SEC, on July 12, 1999.
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    With respect to the $50 million market capitalization and $50 
million stockholders' equity standard, a company that falls below this 
continued listing criteria would be permitted 18 months to re-establish 
both its market capitalization and its stockholders' equity to be 
considered in conformity with continued listing standards.\15\ With 
respect to the $15 million minimum for average global market 
capitalization, upon notification, the company would be required to 
restore its market capitalization to at least $15 million within 18 
months.
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    \15\ See Paras. 802.02 and 802.03 of the Listing Manual.
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    Third, the proposal would adopt a price criteria applicable to all 
issuers. Specifically, the proposal would add a new minimum continued 
listing standard that would be triggered when a security's average 
closing price over a 30-trading-day period falls below $1.00.\16\ With 
respect to the closing price minimum of $1.00, once notified, a company 
would have the later of its next annual meeting date or six months to 
return its average stock price to above $1.00. To alert issuers, the 
Exchange intends to notify a company whose average price falls below 
$5.00 over a 30-trading-day period of the consequences of a further 
decline in its share price to below $1.00. Each company so identified 
and notified would then be tracked by the Exchange and its price 
monitored. If this is the only criteria that causes a company to fall 
below the Exchange's continued listing standards under Para. 802.01 of 
the Listing Manual, the Exchange generally would not commence 
suspension and delisting procedures for the later of the company's next 
annual meeting date or six months. However, the company must notify the 
Exchange within 10 business days of receipt of its notification of its 
intent to cure this deficiency or be subject to immediate suspension 
and delisting. In the event that, at the expiration of the cure period, 
a $1.00 share price is not attained, the Exchange will commence 
suspension and delisting procedures.
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    \16\ See Amendment No. 3, supra note 9.
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    Fourth, under the proposal, a Fund would be subject to immediate 
suspension and delisting procedures if the average market 
capitalization over 30 consecutive trading days is below $15 million or 
the Fund ceases to maintain its closed-end status.\17\ The Exchange 
would notify the fund if the Average market capitalization falls below 
$25,000,000 and advise the Fund of the listing standard. Funds would no 
longer be subject to the procedures of having to submit plans to the 
Exchange to re-establish their compliance with the continued listing 
criteria. Funds would

[[Page 69313]]

continue to be subject to the minimum market price criteria of $1.00 
per share.
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    \17\ See Amendment No. 1, supra note 6.
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    Fifth, the proposal would also codify a specific delisting criteria 
for real estate investment trusts (``REITs'') with less than three 
years of operating history of $30 million in both market capitalization 
and stockholders' equity. The proposal would also incorporate into the 
REIT section the minimum standard of $15 million for market 
capitalization. The proposal would create a new policy that a REIT is 
subject to delisting immediately upon the loss of its REIT status if 
the resultant entity is unable to qualify as an original listing as a 
corporation (or other operating company) at that time. Additionally, 
upon attainment of three years of operating history, the REIT would be 
subject to the numerical criteria generally applicable to capital or 
common stock proposed above.
    Finally, the proposal would clarify and codify the Exchange's 
policy whereby a company that files or announces an intent to file for 
reorganization under the bankruptcy laws is not subject to automatic 
delisting. In such a situation, the Exchange could exercise discretion 
to continue the listing and trading of the securities of the company. 
Once identified, the Exchange monitors the company's performance 
against the remaining continued listing standards, the compliance with 
which may be determined on the basis of price indications, as opposed 
to a 30-trading-day average. If a company that is below any continued 
listing standard enumerated in proposed Para. 802.01B of the Listing 
Manual (``Numerical Criteria for Capital or Common Stock'') files or 
announces an intent to file for such relief (or if a company having 
filed for bankruptcy becomes below another continued listing standard), 
it would be subject to immediate suspension and delisting. 
Notwithstanding the preceding, the Exchange may at any time exercise 
its discretion to proceed with suspension and delisting procedures 
based solely upon a bankruptcy filing.
    The proposal would create an additional delisting criteria to 
address non-numerical indications in financial statements of 
unsatisfactory financial performance. These additional criteria could 
lead to the delisting of a company that may otherwise continue to meet 
the specifically-enumerated numerical criteria section 802.01 of the 
Listing Manual. For example, the Exchange views the disclosure 
contained in the independent account's opinion that the company 
receives on its financial statements as providing one such indication. 
Independent public account's opinions that might indicate 
unsatisfactory financial performance include: (i) A qualified opinion, 
(ii) An adverse opinion, (iii) A disclaimer opinion, or (iv) An 
unqualified opinion with a ``going concern'' emphasis.
    In addition, if a company that emerges from being below continued 
listing standards again falls below continued listing standards within 
12 months, the Exchange will scrutinize the original methods of 
financial recovery taken by the company. In this regard, the Exchange 
would also examine the relationship of the two incidents of falling 
below continued listing standards. Exchange staff would then take the 
requisite action, which may include truncating the procedures described 
in Paras. 802.02 and 802.03 of the Listing Manual, or immediately 
initiating suspension and delisting procedures.
    The proposal would codify and provide more specificity to the 
Exchange's current policy of requesting companies that trigger one or 
more of the factors outlined in ``Other Criteria'' to comply with the 
procedures outlined in Paras. 802.02 and 802.03 of the Listing Manual 
when it determines it is appropriate to do so. For instance, the 
Exchange has historically requested additional information from 
companies it has identified as having a significant reduction in 
operating assets. Such information has often taken the form of a 
``plan'' as defined in Paras. 802.02 and 802.03 of the Listing Manual.

III. Summary of Comments and NYSE's Response

    The Commission received three comment letters on the proposal.\18\ 
The NASD opposed the proposed as being anti-competitive, while Jakarta 
and the ICI opposed portions of the proposed continued listing 
standards for Funds.
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    \18\ See supra note 5.
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    In its letter, the NASD opposed the adoption of new listing 
criteria that would increase the number of large Nasdaq issuers 
eligible for listing on the NYSE, while the NYSE retains rules 
restricting companies from voluntarily delisting from the NYSE and 
restricting off-board trading activity by NYSE members. The NASD 
contends that the proposal, in conjunction with NYSE Rules 390 and 500, 
provides the NYSE with an affair competitive advantage. Therefore, the 
NASD contends that the NYSE should not be allowed to adopt any rule 
change that increases the Exchange's ability to obtain or retain issuer 
listings while NYSE Rules 390 and 500 remain in effect.
    In response, the Exchange argues that the NASD's argument is 
unrelated to the current proposal and further, that the proposed rule 
change to the continued listing standards is a change, not a reduction, 
and is roughly neutral in terms of the number of companies 
affected.\19\ The NYSE also reiterated that there are companies that 
are below the old standards but compliant under the new, and there are 
companies that were in good standing previously that are below the new 
standards.\20\
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    \19\ See Letter from James E. Buck, Senior Vice President and 
Secretary, NYSE, to Jonathan G. Katz, SEC, dated September 2, 1999.
    \20\ Id.
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    In its letter, Jakarta suggested that the proposed minimum market 
capitalization and assets requirements for continued listing of Funds 
be reduced significantly below $50 million. Emphasizing the 
peculiarities of a Fund, Jakarta queried why a Fund that meets the 
initial listing requirement (which is now $60 million) should be 
penalized through delisting solely as a result of a decline in assets 
or market value due to economic and political events beyond the control 
of the Fund's manager. Jakarta also questioned the extent of the 
proposed 400% increase in the continued listing market capitalization 
and asset requirements from $12 million to $50 million for Funds. 
Jakarta suggested that existing Funds be accorded some form of 
grandfather relief and suggested that any Fund meeting the continued 
listing criteria in effect prior to the Pilot be permitted to rely on 
those criteria to maintain its listing on the NYSE.
    ICI also focused on the nature of Funds noting that a Fund's market 
capitalization and net assets will fluctuate significantly from year-
to-year, or even from month-to-month, depending on market conditions. 
Thus, ICI reiterated Jakarta's position that this volatility in the 
total market capitalization and net assets of a Fund is beyond the 
Fund's control and is unrelated to its suitability for listing, 
particularly if a Fund meets the initial asset test of $60 million and 
continues to meet the requirements as to trading volume and number of 
shareholders. Additionally, ICI explained that it is more difficult for 
Funds to raise additional cash than it is for operating companies 
because of restrictions under the Investment Company Act of 1940. ICI 
also suggested that the 12 and 18 month periods are too short and too 
rigid because they condition a Fund's continued listing on short-term 
improvements. ICI also expressed concern that the Commission had

[[Page 69314]]

granted accelerated approval to the Pilot program, which immediately 
subjects all Funds to the new continued listing standards, without 
first providing interested parties the opportunity to comment.
    In response to these letters and numerous oral comments from a 
number of Funds, the Exchange submitted Amendment No. 1.\21\ As 
previously described, Amendment No. 1 proposes to modify its initial 
proposal to subject a Fund to immediate suspension and delisting 
procedures if the average market capitalization over 30 consecutive 
trading days is below $15,000,000 or the Fund ceases to maintain its 
closed-end status.
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    \21\ See Amendment No. 1, supra note 6.
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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.\22\ 
Specifically, the Commission believes the proposal is consistent with 
the Section 6(b)(5)\23\ requirements that the rules of an exchange be 
designed to prevent fraudulent and manipulative acts and practices, to 
promote just and equitable principles of trade, to remove impediments 
to and perfect the mechanisms of a free and open market and a national 
market system, and, in general, to protect investors and the public.
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    \22\ In approving the proposed rule change, the Commission has 
considered its impact on efficiency, competition, and capital 
formation. 15 U.S.C. 78c(f).
    \23\ 15 U.S.C. 78f(b)(5).
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    The development and enforcement of adequate standards governing the 
initial and continued listing of securities is an activity of critical 
importance to financial markets and the investing public. Listing 
standards serve as a means for a marketplace to screen issuers and to 
provide listed status only to bona fide companies with sufficient 
float, investor base, and trading interest to maintain fair and orderly 
markets. Once an issuer has been approved for initial listing, the 
maintenance criteria allow a marketplace to monitor the status of that 
issuer.
    The proposal would replace the current financial continued listing 
criteria with standards subjecting a firm to delisting if its global 
market capitalization and its stockholders' equity each fell below $50 
million or its average global market capitalization is below $15 
million over 30 consecutive trading days. Additionally, companies that 
qualify for initial listing under the global market capitalization 
standards will be subject to delisting if their total global market 
capitalization is below $500 million and their total revenues are below 
$50 million over the past 12 months, or their average global market 
capitalization is below $100 million over 30 consecutive trading days. 
The Commission finds that the proposed rule change is a reasonable 
action by the NYSE in light of the globalization of today's market. The 
Commission believes that a company's size and the amount of 
stockholders' equity in a company are not inappropriate measures of a 
company's suitability for listing on an exchange. Further, the 
Commission believes that the continued listing criteria for companies 
listing under the global market capitalization standard is reasonable 
and consistent with the alternative original listing standard 
previously approved by the Commission.\24\
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    \24\ See supra note 13.
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    The proposal would also adopt a new minimum continued listing 
standard applicable to all issuers. The standard would be triggered 
when a security's average closing price over a 30-day-trading period 
falls below $1.00, and companies would have the later of their next 
annual meeting date or six months to cure the deficiency. The 
Commission believes that while the maintenance standard requiring the 
$1.00 closing price minimum will have an impact on some issuers, the 
potential impact is not unreasonable. In maintaining its market, the 
NYSE has determined to remove extremely low-priced stocks. The 
Commission finds that the $1.00 closing price minimum is a reasonable 
measure for the NYSE to maintain its quality control standards for 
issuers quoted on the Exchange. In establishing criteria to uphold the 
quality of the market, it is apropriate for the NYSE to set a minimum 
for the stock price that is acceptable in conjunction with the other 
standards for listing and maintenance.
    The proposal also codifies continued listing criteria for Funds. 
The proposal, as amended, subjects a Fund to immediate suspension and 
delisting procedures if the average market capitalization over 30 
consecutive trading days is below $15 million. The Commission 
recognizes that Funds are not traditional operating entities and 
therefore, it is not possible to apply the same standards specified as 
continued listing criteria for other listed companies. Thus, the 
Commission believes that the Exchange's proposed continued listing 
standards serve as an acceptable means for delisting those Funds that 
the Exchange believes are unsuitable for continued listing because of 
insufficient size. The Commission believes that notifying Funds when 
their average market capitalization falls below $25 million will 
adequately inform the Funds that they are in jeopardy of immediate 
delisting if their market capitalization should fall to $15 million. In 
addition, the Commission notes that Funds will also be subject to 
delisting under the Exchange's minimum market price criteria of $1.00 
per share provision and the discretionary delisting provision, thereby 
balancing the special circumstances of Funds with the need to protect 
investors.
    The proposal also codifies specific continued listing criteria for 
REITs with less than three years of operating history. The proposal 
requires that REITs maintain their REIT status (unless the REIT can 
qualify as an original listing corporation) and a minimum standard of 
market capitalization of $15,000,000 to avoid being subject to 
delisting. REITs with more than three years of operating history are 
subject to the proposal's continued listing criteria generally 
applicable to capital or common stock.
    The Commission recognizes that in many cases REITs are not 
traditional operating entities and therefore, it may not be appropriate 
to hold a REIT with less than three years of operating history to the 
same continued listing standards applicable to other companies. The 
Commission believes that the minimum continued listing criteria of $30 
million in both market capitalization and stockholders' equity is an 
acceptable means for screening out those REITs that the Exchange 
believes should be delisted due to insufficient size. The Commission 
also believes that, in establishing criteria to uphold the quality of 
the market, it is appropriate for the Exchange to set a minimum market 
capitalization standard of $15 million and require REITs to maintain 
their REIT status for continued listing, thereby striking a balance 
between the desire of REITs to remain listed on the NYSE and investor 
protection concerns.
    The proposal clarifies and codifies Exchange policy regarding 
companies that file or announce an intent to file for bankruptcy. The 
company may no longer face automatic delisting procedures. Instead, the 
Exchange will have discretion to continue the listing and trading of 
the company's securities based on the company's performance with 
respect to the remaining continued listing standards. A company that is 
below any of the 802.01B continue listing standards that also files or 
announces intent to file for bankruptcy,

[[Page 69315]]

however, will remain subject to immediate suspension and delisting 
procedures.
    The Commission believes that certain flexibility in applying 
continued listing standards may occasionally be necessary when 
establishing procedures to uphold the quality of the market. The 
Commission believes that the proposed flexibility in the bankruptcy 
context is reasonable to enable the Exchange to evaluate a company's 
position, particularly because a company might satisfy all of the 
continued listing criteria yet file for bankruptcy simply to 
restructure, for example. Accordingly, the Commission believes it is 
reasonable for the Exchange to have the discretion to evaluate a 
company's status to prevent premature, automatic delisting of a company 
otherwise qualified for continued listing on the Exchange. The 
Commission notes that notwithstanding the preceding, the Exchange may 
at any time exercise its discretion to proceed with suspension and 
delisting procedures based solely upon a bankruptcy filing.
    The proposal also would add to the factors for consideration under 
the delisting criteria that address non-numerical indications in 
financial statements of unsatisfactory financial performance. The 
proposal allows the Exchange to review an independent public 
accountant's opinions that might indicate poor financial performance 
including a qualified, adverse, disclaimer, or unqualified opinion with 
a ``going concern'' emphasis. The Commission believes that adding this 
factor to the list of criteria that the Exchange may review to delist a 
company provides greater transparency for companies that may be 
evaluated under this discretionary standard.\25\
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    \25\ The Commission notes that the Exchange's discretionary 
review is not limited by the numerical delisting criteria or the 
``other'' criteria set forth in NYSE Rule 802.
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    The proposal would allow the Exchange to scrutinize a company's 
recovery tactics if the company emerges from being below continued 
listing standards but then falls below continued listing standards 
within 12 months. In such a case, the Exchange could truncate the 
evaluation and follow-up procedures for companies falling below 
maintenance standards. Furthermore, if a company meets any of the 
``other'' delisting criteria, the proposal would permit the Exchange to 
require that the company immediately comply with the evaluation and 
follow-up procedures outlined in the Listing Manual. In enhancing its 
market, the NYSE has determined to remove stocks that repeatedly fall 
below continued listing standards. The Commission believes that to 
uphold the quality of its market, it is reasonable for the NYSE to 
implement a procedure that allows it to abridge the follow-up procedure 
after it has evaluated a company's situation.
    The Commission carefully considered the concerns expressed by the 
ICI and Jakarta in their letters opposing certain provisions of the 
proposal. The Commission believes that Amendment No. 1 ameliorates ICI 
and Jakarta's concerns regarding the unique characteristics of Funds 
and their susceptibility to market conditions by lowering the market 
capitalization continued listing requirement from $50,000,000 to 
$15,000,000. The Commission finds that the market capitalization 
standard codified by the Exchange in the proposal is a clear, 
nondiscriminatory standard that should promote transparency with 
respect to the Exchange's continued listing standards for Funds and is 
not inconsistent with the Act. The Commission believes that the 
proposed continued listing standard for Funds should promote certainty 
and accuracy in the continued listing process which should benefit 
investors and other market participants.
    The Commission also carefully considered the concerns expressed by 
the NASD in its letter opposing the proposal. Without taking a position 
in this Order on the continued propriety of NYSE Rules 390 and 500, the 
Commission was not persuaded by the NASDA's contention that in light of 
those rules, a proposal such as the current one that could reduce the 
burden for companies to list on the NYSE is, by its nature, 
inappropriately anti-competitive.
    The Commission believes the proposed revisions and codifications of 
the continued listing criteria should enhance investor protection by 
providing greater transparency in the continued listing process. This 
enhanced transparency should assist all market participants, including 
listed companies and investors, in better understanding the criteria 
necessary for a company to maintain its listing status on the NYSE. In 
addition, the Commission believes that the proposal provides the 
necessary flexibility to determine whether to continue to list an 
issuer, while ensuring that certain minimum standards must be met. 
Thus, the Commission believes that the proposed continued listing 
standards strike a reasonable balance between protecting investors and 
providing a marketplace for issuers, satisfying the requirement under 
the federal securities laws. The Commission notes that proposed changes 
to NYSE Rule 499 are intended to conform that rule to the changes 
proposed to the continued listing criteria in NYSE Rule 802.
    The Commission finds good cause for approving proposed Amendments 
Nos. 1, 3, and 4 prior to the thirtieth day after the date of 
publication in the Federal Register. In response to commentors, 
Amendment No. 1 proposes to change the continued listing criteria 
currently in place under the Pilot for Funds by lowering the financial 
criteria for continued listing. The Commission believes that 
accelerating approval on this Amendment will alleviate potential 
confusion that could result if the 45 day period for bringing a Fund 
back to compliance with the Exchange's listing standards under the 
Pilot expires before the lower financial standards proposed in 
Amendment No. 1 are approved by the Commission.
    Amendment No. 3 also aims to correct a problem the Exchange has 
experienced under the continued listing standards in place under the 
Pilot. Amendment No. 3 addresses the situation where a company has just 
held its annual meeting, but finds it necessary to call another meeting 
to address the problem of its stock price dropping below $1.00 per 
share for 30 consecutive trading days. Instead of requiring the 
increased costs and personnel efforts inherent in calling a special 
meeting of a company's shareholders, Amendment No. 3 proposes to allow 
the company to remedy the problem by the later of its next annual 
meeting or six months. The Commission notes that, notwithstanding this 
provision, the Exchange could delist such a company under the 
Exchange's discretionary delisting provision, thus ensuring investor 
protection.
    Amendment No. 4 makes several technical corrections to the proposed 
rule language to eliminate inconsistencies that have developed over the 
course of the Commission's review of the proposal and amendments. The 
Commission believes approval of these changes must coincide with the 
Commission's approval of the other proposed changes to the NYSE's 
continued listing standards to eliminate discrepancies and conflicting 
provisions.
    In addition, accelerated approval of these amendments will enable 
the Exchange to simultaneously make all relevant modifications to its 
Listing Manual and avoid any potential confusion due to recent rule 
revisions. Accordingly, the Commission believes that it is consistent 
with Section 6 of the

[[Page 69316]]

Act \26\ to accelerate approval of Amendments Nos. 1, 3, and 4.
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    \26\ 15 U.S.C. 78f.
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V. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning Amendment Nos. 1, 3, and 4, including whether the 
proposed amendments are 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 20549-0609. 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 at the Commission's Public Reference Room. Copies of such 
filing will also be available for inspection and copying at the 
principal office of the Exchange. All submissions should refer to File 
No. SR-NYSE-99-29 and should be submitted by January 3, 2000.

VI. Conclusion

    It Is Therefore Ordered, pursuant to Section 19(b)(2) of the 
Act,\27\ that the proposed rule change (SR-NYSE-99-29), as amended, 
relating to the NYSE's continued listing standards, is approved.
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    \27\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\28\
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    \28\ 17 CFR 200.30-3(a)(12).
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Jonathan G. Katz,
Secretary.
[FR Doc. 99-32064 Filed 12-9-99; 8:45 am]
BILLING CODE 8010-01-M