[Federal Register Volume 65, Number 171 (Friday, September 1, 2000)]
[Notices]
[Pages 53248-53250]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 00-22486]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-43207; File No. SR-NYSE-00-17]


Self-Regulatory Organizations; New York Stock Exchange, Inc.; 
Notice of Filing of Proposed Rule Change Relating to Format 
Requirements for Securities Certificates

August 25, 2000.
    Pursuant to section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act''),\1\ notice is hereby given that on May 1, 2000, the New York 
Stock

[[Page 53249]]

Exchange (``NYSE'') filed with the Securities and Exchange Commission 
(``Commission'') and on July 24, 2000, amended the proposed rule change 
as described in Items I, II, and III below, which items have been 
prepared primarily by the Exchange. The Commission is publishing this 
notice to solicit comments on the proposed rule change from interested 
parties.
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    \1\ 15 U.S.C. 78s(b)(1).
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I. Self-Regulatory Organization's Statement of the Terms of 
Substance of the Proposed Rule Change

    The proposed rule change consists of an amendment to Section 5 of 
the NYSE's Listed Company Manual (``Manual'').\2\ Section 5 of the 
Manual pertains to certificate forms and printing and engraving 
requirements.
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    \2\ A copy of the text of the NYSE's proposed rule change and 
the attached exhibit are available at the Commission's Public 
Reference Section or through the NYSE.
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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 
Items IV below. The NYSE has prepared summaries, set forth in sections 
(A), (B) and (C) below, of the most significant aspects of these 
statements.\3\
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    \3\ The Commission has modified the text of the summaries 
prepared by the NYSE.
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(A) Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In the past, the NYSE has applied specific criteria to the 
production of certificates of listed issuers to guard against the 
counterfeiting of certificates. However, in light of the continued move 
toward dematerialization and the evolving technology to support the 
movement of securities, the NYSE has reviewed its current requirements 
contained in the Manual. The NYSE notes that no comparable requirements 
exist in the NASDAQ rules. The NYSE also notes that the Commission has 
recently approved an American Stock Exchange (``Amex'') rule filing 
that eliminated the existing Amex certificate requirements.\4\ 
Furthermore, public companies not listed on any exchange often use 
certificates which do not comply with the traditional NYSE criteria 
which results in additional compliance expense when those companies 
week an NYSE listing. In light of all the foregoing, the NYSE proposes 
to eliminate its requirements pertaining to the appearance of 
certificates and retain only the requirements that specify what must be 
contained on the face of each certificate (e.g., company name, par 
value if required by law, proper form of assignment, etc.).
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    \4\ Securities Exchange Act Release No. 42539 (March 17, 2000), 
65 FR 15672.
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    In its internal discussions, the NYSE reviewed the rationale behind 
the various printing and engraving policies and is aware that in the 
past counterfeiting and other security concerns prompted many of the 
requirements. While the NYSE believes that for the reasons referred to 
above it is appropriate to go forward with this proposal, it 
appreciates that others in the industry may have issues or questions 
that they would like to raise. The NYSE is of course ready to discuss 
relevant issues and is prepared to appropriately address concerns that 
may be raised during the comment period.
    The NYSE notes that as a result of discussions with both the 
Commission staff and representatives from The Depository Trust Company 
(``DTC''), the NYSE is proposing to amend Section 501 of the Manual. 
Specifically, the NYSE is proposing to add new language to Section 501 
and to add a new Section 501.13 so that the certificate requirements 
address both security (counterfeiting) concerns and control or 
processing concerns raised by DTC.\5\
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    \5\ By way of clarification, the Commission notes that NYSE is 
proposing to entirely eliminate Section 502 of the Manual which 
pertains to certificate printing and engraving requirements. Certain 
provisions contained in Section 502 that address security and 
processing have been retained in the proposed additions to Section 
501. The text of the proposed rule change is set forth in Exhibit A 
to the filing, which may be obtained by contacting the NYSE or 
through the Commission's Public Reference Room.
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    The NYSE believes that the proposed rule change is consistent with 
the requirements of Section 6(b)(5) of the Act and the rules and 
regulations thereunder applicable to the NYSE because the proposed rule 
change is designed to promote just and equitable principles of trade, 
to remove impediments to, and perfect the mechanism of a free and open 
market and, in general, to protect investors and the public interest.

(B) Self-Regulatory Organization's Statement on Burden on Competition

    The NYSE does not believe that the proposed rule change will have 
any impact, or impose any burden, on competition.

(C) Self-Regulatory Organization's Statement on Comments on the 
Proposed Rule Change Received from Members, Participants or Others

    Written comments relating to the proposed rule change have not yet 
been solicited or received. The NYSE will notify the Commission of any 
written comments received by the NYSE.

III. Date of Effectiveness of the Proposed Rule Change and Timing 
for Commission Action

    Within thirty-five days of the date of publication of this notice 
in the Federal Register or within such longer period (i) as the 
Commission may designate up to ninety days of such date if it finds 
such longer period to be appropriate and publishes its reasons for so 
finding or (ii) as to which the self-regulatory organization consents, 
the Commission will:
    (A) By order approve such proposed rule change or
    (B) Institute proceedings to determine whether the proposed rule 
change should be disapproved.

IV. 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, 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 Section, 450 Fifth Street, NW., 
Washington, DC 20549. Copies of such filing also will be available for 
inspection and copying at the principal office of the NYSE. All 
submissions should refer to File No. SR-NYSE-00-17 and should be 
submitted by September 22, 2000.


[[Page 53250]]


    For the Commission by the Division of Market Regulation, 
pursuant to delegated authority.\6\
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    \6\ 17 CFR 200.30-3(a)(12).
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Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 00-22486 Filed 8-31-00; 8:45 am]
BILLING CODE 8010-01-M