[Federal Register Volume 65, Number 164 (Wednesday, August 23, 2000)]
[Notices]
[Pages 51389-51390]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 00-21523]


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SECURITIES AND EXCHANGE COMMISSION

(Release No. 34-43163; File No. SR-NYSE-00-16)


Self Regulatory Organization; Notice of Filing and Order Granting 
Accelerated Approval of Proposed Rule Change and Amendment No. 1 by the 
New York Stock Exchange, Inc., To Amend Paragraph 902.02 of the 
Exchange's Listed Company Manual Regarding Total Listing Fees Charged 
Per Issuer

August 16, 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 April 25, 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 
Item I and II below, which Items have been prepared by the Exchange. On 
July 17, 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 approve the proposal and Amendment No. 1 on an 
accelerated basis, as a pilot program through December 31, 2002.\4\
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    \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 Nancy Sanow, Assistant Director, Division of 
Market Regulation (``Division''), Commission, dated July 13, 2000 
(``Amendment No. 1''). In response to comments from Commission 
staff, the Exchange submitted Amendment No. 1 to clarify the purpose 
and application of the proposed rule change.
    \4\ Telephone conversation between Daniel Odell, Assistant 
Secretary, NYSE, and Susie Cho, Attorney, Division, Commission, on 
August 15, 2000.
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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 by implementing a $1 million fee cap per issuer 
in any given calendar year. Below is the text of the proposed rule 
change. New language is italicized.
* * * * *
902.02  Schedule of Current Listing Fees (in effect Jan. 1, 1989)
* * * * *
    It is suggested that the calculation of the fees be checked in 
advance with the Exchange where there is any question as to the amount 
of the fee payable. All fees will be calculated to the nearest dollar.
    There is a $1 million cap on listing fees per issuer in any given 
calendar year. This fee cap includes and encompasses all classes of 
securities except derivatives issued by listed companies as part of 
their capital structure. This cap will not apply to closed-end funds. 
The cap is in effect on a pilot basis for 3 years through 2002.
* * * * *

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 Exchange has prepared summaries, set forth in 
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 NYSE proposes to amend its listed company fee schedule to 
implement a $1 million fee cap per issuer in any given calendar year. 
The fee cap would include all classes of securities except derivatives 
issued by listed companies as part of their capital structure. In 
addition, the fee cap would not apply to closed-end funds. The fee cap 
would be in effect on a pilot basis through December 31, 2002.
    The Exchange notes that it has a variety of listing fees that are 
or can be applicable to an issuer in a particular year. In the year of 
initial listing, the company pays an initial listing fee and a pro rata 
continuing fee as well. In any typical subsequent year, the company 
will pay a continuing listing fee, but might also pay additional fees 
for supplemental listing if, for example, the company issues additional 
shares of its listed stock or creates and issues an additional class of 
stock. The Exchange represents that, depending on a company's number of 
shares outstanding and its additional listing activity in any 
particular year, listing fees can become substantial for an individual 
company. The Exchange therefore believes that the proposed rule change, 
which would be instituted on a pilot basis, is an appropriate response 
to the views of its listed companies.\5\
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    \5\ See Amendment No. 1, supra note 3.
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2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Act \6\ in general, and furthers the 
objectives of Section 6(b)(4) \7\ in particular, in that it provides 
for the equitable allocation of reasonable dues, fees, and other 
charges among its members and other persons using its facilities.
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    \6\ 15 U.S.C. 78f(b).
    \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 did not receive any 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, 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, 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 at the Commission's Public Reference Room. Copies of such 
filing will also be available for inspection and copying at

[[Page 51390]]

the principal office of the Exchange. All submissions should refer to 
File No. SR-NYSE-00-16 and should be submitted by September 13, 2000.

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

    The Commission has reviewed the NYSE's proposed rule change and 
finds, for the reasons set forth below, that the proposal, as amended, 
is consistent with the requirements of Section 6 of the Act \8\ and the 
rules and regulations thereunder applicable to a national securities 
exchange. Specifically, the Commission believes the proposal is 
consistent with Section 6(b)(4) of the Act,\9\ because it provides for 
the equitable allocation of reasonable dues, fees, and other charges 
among its members and other persons using its facilities.\10\
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    \8\ 15 U.S.C. 78f.
    \9\ 15 U.S.C. 78f(b)(4).
    \10\ In approving this rule, the Commission has considered its 
impact on efficiency, competition, and capital formation. 15 U.S.C. 
78c(f).
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    The Commission finds that the NYSE's proposed fee cap is a 
reasonable one that will be applicable to all its issuers. Further, the 
fee cap will be instituted on a pilot basis, which will permit the 
Exchange to evaluate its impact on issuers. The Commission further 
finds good cause for approving the proposed rule change (SR-NYSE-00-16) 
prior to the thirtieth day after the date of publication of notice 
thereof in the Federal Register. The Exchange requested that the 
Commission accelerate the effective date of the proposed rule change so 
that the Exchange could institute the fee cap as quickly as possible, 
to the benefit of its listed companies. The Commission agrees that 
approval of this request would enable these issuers to promptly take 
advantage of the change in fee structure. Accordingly, the Commission 
believes that there is good cause, consistent with Sections 6(b)(5) and 
19(b) of the act,\11\ to approve the proposal, as amended, on an 
accelerated basis.
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    \11\ 15 U.S.C. 78f(b)(5) and 78s(b).
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V. Conclusion

    It is Therefore Ordered, pursuant to Section 19(b)(2) of the 
Act,\12\ that the proposed rule change (SR-NYSE-00-16), as amended, is 
hereby approved on an accelerated basis, as a pilot program effective 
through December 31, 2002.
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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. 00-21523 Filed 8-22-00; 8:45 am]
BILLING CODE 8010-01-M