[Federal Register Volume 65, Number 68 (Friday, April 7, 2000)]
[Notices]
[Pages 18415-18416]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 00-8646]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-42604; File No. SR-NYSE-00-10]


Self-Regulatory Organizations; Notice of Filing and Order 
Granting Accelerated Approval of Proposed Rule Change and Amendment No. 
1 by the New York Stock Exchange, Inc. Relating to Listed Company Fees

March 31, 2000.
    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 March 2, 2000, the New York Stock Exchange, Inc. (``NYSE'' or 
``Exchange'') filed with the Securities and Exchange Commission 
(``SEC'' or ``Commission'') the proposed rule change as described in 
Items I and II below, which Items have been prepared by the Exchange. 
On March 22, 2000, the Exchange submitted Amendment No. 1 to the 
proposed rule change.\3\ The Commission is publishing this notice to 
solicit comments on the proposed rule change, as amended, from 
interested persons and to grant accelerated approval to the proposed 
rule change and Amendment No. 1.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ In Amendment No. 1, the NYSE clarified its purpose for 
proposing the rule change. See letter from James E. Buck, Senior 
Vice President and Secretary, NYSE, to Deborah Flynn, Division of 
Market Regulation (``Division''), SEC, dated March 21, 2000 
(``Amendment No. 1'').
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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 (the ``Manual''). Paragraph 902.02 of the Manual 
contains the schedule of current listing fees for companies listing 
securities on the Exchange. The text of the proposed rule change is as 
follows. New text is italicized.

902.02  Schedule of Current Listing Fees

* * * * *
A. Original Listing Fee
    A special charge of $36.800 in addition to initial fees (described 
below) is payable in connection with the original listing of a 
company's stock. In any event, each issuer (excluding closed-end funds) 
is subject to a minimum original listing fee of $150,000 inclusive of 
the special charge referenced in the preceding sentence. The special 
charge is also applicable to an application which in the opinion of the 
Exchange is a ``back-door listing''. See Para. 703.08 (F) for 
definition.
* * * * *

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 Exchange 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 Exchange has prepared summaries, set forth Sections 
A, B, and C below, of the most significant aspects 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 listed company fee schedule, 
set forth in Paragraph 902.02 of the Manual, as it applies to original 
listing fees. The Exchange seeks to adopt a $150,000 minimum original 
listing fee for each domestic new issuer (excluding closed-end funds). 
This minimum would include the existing special charge of $36,800.\4\
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    \4\ The Exchange currently charges a special charge of $36,800 
in addition to initial listing fees. See Paragraph 902.02 A of the 
Manual.
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    By establishing this minimum fee, the Exchange is proposing to set 
a base fee that issuers (other than funds) will pay to the Exchange 
regardless of the number of shares listed by a particular company at 
the time of the original listing.\5\ The Exchange represents that the 
intent of the proposed rule change is to modestly enhance the revenue 
received by the Exchange at the time of certain original listings, 
while providing for potential applicants and their advisers a clear 
statement of the minimum that must be paid at the time

[[Page 18416]]

of an original listing.\6\ The Exchange proposes to implement the new 
minimum initial listing fee as of April 1, 2000.
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    \5\ See Amendment No. 1, supra, note 3.
    \6\ Id.
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2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with the requirement under Section 6(b)(4) of the Act \7\ that an 
Exchange have rules that provide for the equitable allocation of 
reasonable dues, fees, and other charges among its members and issuer 
and other persons using its facilities.
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    \7\ 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 has neither solicited nor received written comments on 
the proposed rule change, as amended.

III. Solicitation of Comments

    Interested persons are invited to submit written data, views and 
arguments concerning the foregoing, including whether the proposed rule 
change, as amended, is 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 in the Commission's Public Reference Room. Copies of such 
filing will also be available for inspection and copying at the 
principal office of the NYSE. All submissions should refer to File No. 
SR-NYSE-00-10 and should be submitted by April 28, 2000.

IV. Commission's Findings and Order Granting Accelerated Approval 
of Proposed Rule Change

    The Commission finds that the proposed rule change, as amended, is 
consistent with the requirements of the Act and the rules and 
regulations thereunder applicable to a national securities exchange,\8\ 
and in particular, with the requirements of Section 6(b)(4),\9\ that 
the Exchange's rule provide for the equitable allocation of reasonable 
dues, fees, and other charges. Specifically, the Commission believes 
that the Exchange's proposal to establish a minimum original listing 
fee of $150,000 is not unreasonable and should not inequitably allocate 
fees to the Exchange's issuers.
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    \8\ In approving this rule, the Commission has considered its 
impact on efficiency, competition, and capital formation. 15 U.S.C. 
78c(f).
    \9\ 15 U.S.C. 78f(b)(4).
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    The NYSE has requested that the Commission find good cause for 
approving the proposed rule change, as amended, prior to the thirtieth 
day after the date of publication of notice in the Federal Register. 
Specifically, the Exchange requests that the Commission accelerate the 
effective date of the proposed rule change so the Exchange can 
implement the fee change by April 1, 2000, to coincide with the 
Exchange's quarterly billing cycle.\10\ The Commission believes that it 
is reasonable to permit the Exchange to implement the fee change on 
April 1, 2000, in conjunction with the beginning of the Exchange's next 
fiscal quarter. Accordingly, the Commission finds good cause, 
consistent with Sections 6(b)(5) and 19(b)(2) of the Act,\11\ to 
approve the proposed rule on an accelerated basis.
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    \10\ Telephone conversation between Amy Bilbija, Counsel, NYSE, 
and Heather Traeger, Attorney, Division, SEC, on March 29, 20000.
    \11\ 15 U.S.C. 78f(b)(5) and 78s(b)(2).
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    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\12\ that the proposed rule change (SR-NYSE-00-10), as amended, is 
hereby approved on an accelerated basis.
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    \12\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\13\
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    \13\ 17 CFR 200.30-3(a)(12).
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Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 00-8646 Filed 4-6-00; 8:45 am]
BILLING CODE 8010-01-M