[Federal Register Volume 66, Number 128 (Tuesday, July 3, 2001)]
[Notices]
[Pages 35303-35311]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 01-16673]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-44481; File No. SR-NYSE-2001-02]


Self-Regulatory Organizations; Notice of Filing and Order 
Granting Accelerated Approval of Proposed Rule Change and Amendment No. 
1 Thereto by the New York Stock Exchange, Inc. Relating to the NYSE's 
Financial Standards for Listing and the Procedures Applied by the 
Exchange to Companies Below the Exchange's Continued Listing Criteria

June 27, 2001.
    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 January 26, 2001, 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 April 25, 2001, 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. For the reasons discussed below, the Commission is 
granting accelerated approval of the proposed rule change, as amended.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Letter from James E. Buck, Senior Vice President & 
Secretary, NYSE, to Nancy J. Sanow, Assistant Director, Division of 
Market Regulation (``Division''), Commission (April 24, 2001). 
Amendment No. 1 replaces the proposed rule change in its entirety.
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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 amendments to Sections 102, 
103, and 802 of the Exchange's Listed Company Manual (``Manual'') and 
Exchange Rule 499. The proposed amendments to Sections 102 and 103 of 
the Manual implement a modification to generally accepted accounting 
principles (GAAP), while proposed amendments to Section

[[Page 35304]]

802 consist of technical changes in how certain requirements are 
applied, and provide some alternative measures by which a company 
operating under a plan to bring itself into conformity with continued 
listing standards within 18 months of falling below the Exchange's 
continued listing criteria (``Plan'') \4\ may be deemed to have 
returned to compliance. The proposed amendments to NYSE Rule 499 
reflect the proposed amendments to Section 802 of the Manual.
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    \4\ Section 802.02 of the Manual.
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    The text of the proposed rule change, as amended, is as follows. 
New text is italicized and deleted text is bracketed.
* * * * *

102.00  Domestic Companies

102.01  Minimum Numerical Standards--Domestic Companies--Equity 
Listings

* * * * *
    102.01C. A company must meet one of the following financial 
standards.
    (I)(1) Pre tax earnings from continuing operations and after 
minority interest, amortization and equity in the earnings or losses of 
investees as adjusted (E) for items specified in (2)(a) through (i) 
below (F) must total at least:

$2,500,000 in the latest fiscal year together with $2,000,000 in each 
of the preceding two years; or

$6,500,000 in the aggregate for the last three fiscal years together 
with a minimum of $4,500,000 in the most recent fiscal year, and 
positive amounts for each of the preceding two years.
* * * * *

103.00  Non-U.S. Companies

103.01  Minimum Numerical Standards Non-U.S. Companies Equity 
Listings Distribution

* * * * *
    103.01B. A company must meet one of the following financial 
standards:
    (I)(1) Pre tax earnings from continuing operations and after 
minority interest, amortization and equity in the earnings or losses of 
investees are adjusted (C)(D) for items specified in para. 102.01C 
(I)(2)(a) through (i) above, and 103.01(I)(2) below, must total at 
least:

$100,000,000 in the aggregate for the last three fiscal years together 
with a minimum of $25,000,000 in each of the most recent two years.
* * * * *

802.00  Continued Listing

802.01  Continued Listing Criteria

    The Exchange would normally give consideration to delisting a 
security either a domestic or non-U.S. issuer when:
* * * * *

802.01B  Numerical Criteria for Capital or Common Stock

    If a company falls below any of the following criteria, it is 
subject to the procedures outlined in Paras. 802.02 and 802.03:
    [] (i) [Total] Average global market capitalization over a 
consecutive 30 trading-day period is less than $50,000,000 and total 
stockholders' equity [or, for partnerships, both the general and 
limited partners' capital as applicable,] is less than $50,000,000 (C); 
or
    [] (ii) Average global market capitalization over a 
consecutive 30 trading-day period is less than $15,000,000; or
    [] (iii) For companies that [qualify] qualified for 
original listing under the ``global market capitalization'' standard:
    [Total] Average global market capitalization over a consecutive 30 
trading-day period is less than $500,000,000 and total revenues are 
less than $20,000,000 over the last 12 months (unless the resultant 
entity qualifies as an original listing under one of the other original 
listing standards) [(C)] (D); or
    Average global market capitalization over a consecutive 30 trading-
day period is less than $100,000,000.
    When applying the market capitalization test in any of the above 
three standards, the Exchange will generally look to the total common 
stock outstanding (excluding treasury shares) as well as any common 
stock that would be issued upon conversion of another outstanding 
equity security. The Exchange deems these securities to be reflected in 
market value to such an extent that the security is a ``substantial 
equivalent'' of common stock. In this regard, the Exchange will only 
consider securities (1) publicly traded (or quoted), or (2) convertible 
into a publicly traded (or quoted) security. For partnerships, the 
Exchange will analyze the creation of the current capital structure to 
determine whether it is appropriate to include other publicly traded 
securities in the calculation.
    Affiliated Companies--Will not be subject to the $50,000,000 
[million] average global market capitalization and stockholders' equity 
test unless the parent/affiliated company no longer controls the entity 
or such parent/affiliated company itself falls below the continued 
listing standards described in this section.
    Funds, REITS and Limited Partnerships--will be subject to immediate 
suspension and delisting procedures if (1) the average market 
capitalization over 30 consecutive trading days is below $15,000,000 or 
(2) [the Fund] in the case of a Fund, it ceases to maintain its closed-
end status, and in the case of a REIT, it fails to maintain its REIT 
status (unless the resultant entity qualifies for an original listing 
as a corporation.) The Exchange will notify the fund, REIT or limited 
partnership if the average market capitalization falls below 
$25,000,000 and advise the [f]Fund, REIT or limited partnership of the 
delisting standard. Funds, REITs and limited partnerships are not 
subject to the procedures outlined in Paras. 802.02 and 802.03.
    [REITs--Until a REIT has operated for three years, it shall be held 
to a continued listing standard of $30,000,000 in both total market 
capitalization and stockholders' equity. Regardless of the length of 
time a REIT has been operating at the time of its initial listing, once 
it has operated for three years, it shall be held to the financial 
criteria outlined at the beginning of this Para.802.01B. At all times, 
all REITs must (1) maintain their REIT status (unless the resultant 
entity qualifies as an original listing as a corporation), and (2) 
maintain a minimum market capitalization of $15,000,000.]
* * * * *
    (C) To be considered in conformity with continued listing standards 
pursuant to Paras. 802.02 and 802.03, a company that is determined to 
be below this continued listing criterion must do one of the following:
    (i) Reestablish both its market capitalization and its 
stockholders' equity to the $50,000,000 level, or
    (ii) Achieve average global market capitalization over a 
consecutive 30 trading-day period of at least $100,000,000, or
    (iii) Achieve average global market capitalization over a 
consecutive 30 trading-day period of $60,000,000, with either (x) 
stockholders' equity of at least $40,000,000, or (y) an increase in 
stockholders' equity of at least $40,000,000 since the company was 
notified by the Exchange that it was below continued listing standards.
    (D) A company that is determined to be below this continued listing 
criterion must reestablish both its market capitalization and its 
[stockholders' equity or] revenues[, as applicable,] to be considered 
in conformity with continued listing standards pursuant to Paras. 
802.02 and 802.03.

[[Page 35305]]

802.01C  Price Criteria

    Average closing price of a security is less than $1.00 over a 
consecutive 30 trading-day period ([D]E)
    ([D]E) Once notified, the company must bring its share price and 
average share price back above $1.00 by [the later of its subsequent 
annual meeting date or] six months following receipt of the 
notification. If this is the only criteria that makes the company below 
the Exchange's continued listing standards, the procedures outlined in 
Paras. 802.02 and 802.03 do not apply. The company must, however, 
notify the Exchange, within 10 business days of receipt of the 
notification, of its intent to cure this deficiency or be subject to 
suspension and delisting procedures. In the event that at the 
expiration of the six-month cure period, both a $1.00 share price and a 
$1.00 average share price over the preceding 30 trading days [is] are 
not attained, the Exchange will commence suspension and delisting 
procedures. Notwithstanding the foregoing, if a company determines 
that, if necessary, it will cure the price condition by taking an 
action that will require approval of its shareholders, it must so 
inform the Exchange in the above referenced notification, must obtain 
the shareholder approval by no later than its next annual meeting, and 
must implement the action promptly thereafter. The price condition will 
be deemed cured if the price promptly exceeds $1.00 per share, and the 
price remains above that level for at least the following 30 trading 
days.
    Nowithstanding the foregoing, if the subject security is not the 
primary trading common stock of the company (e.g., a tracking stock or 
a preferred class) or is a stock listed under the Affiliated Company 
standard where the parent remains in ``control'' as that term is used 
in that standard, the Exchange may determine whether to apply the Price 
Criteria to such security after evaluating the financial status of the 
company and/or the parent/affiliated company, as the case may be.
* * * * *

802.02  Evaluation and Follow-up Procedures for Domestic Companies

    The following procedures shall be applied by the Exchange to 
domestic companies which are identified as being below the Exchange's 
continued listing criteria. Notwithstanding the above, when the 
Exchange deems it necessary for the protection of investors, trading in 
any security can be suspended immediately, and application made to the 
SEC to delist the security.
    Once the Exchange identifies, through internal reviews or notice (a 
press release, news story, company communication, etc.), a company as 
being below the continued listing criteria set forth in Para. 802.01 
(and not able to otherwise qualify under an original listing standard), 
the Exchange will notify the company by letter of its status within 10 
business days. This letter will also provide the company with an 
opportunity to provide the Exchange with a plan (the ``Plan'') advising 
the Exchange of definitive action the company has taken, or is taking, 
that would bring it into conformity with continued listing standards 
within 18 months of receipt of the letter. Within 10 business days 
after receipt of the letter, the company must contact the Exchange to 
confirm receipt of notification, discuss any possible financial data of 
which the Exchange may be unaware, and indicate whether or not it plans 
to present a Plan; otherwise, suspension and delisting procedures will 
commence. If the company submits a Plan, it must identify specific 
quarterly milestones against which the Exchange will evaluate the 
company's progress.
    The company has 45 days from the receipt of the letter to submit 
its Plan to the Exchange for review; otherwise, suspension and 
delisting procedures will commence. If the company is determined to be 
below the criteria listed in Section 802.01B(i) or 802.01B(iii), the 
Plan it presents must demonstrate how it will reestablish both its 
market capitalization and stockholders' equity (or revenues, as 
applicable), to the levels specified in such clauses. In any event, all 
companies submitting a Plan must include quarterly financial 
projections, details related to any strategic initiatives the company 
plans to complete, and market performance support. Exchange staff will 
evaluate the Plan, including any additional documentation that supports 
the Plan, and make a determination as to [(1) whether the Plan shows 
the company meeting the continued listing standards within the 18 
months and (2) whether the company has made a reasonable demonstration 
in the Plan of an ability to come into conformity with continued 
listing standards.] whether the company has made a reasonable 
demonstration in the Plan of an ability to come into conformity with 
the relevant standard(s) within 18 months. The Exchange will make such 
determination within 45 days of receipt of the proposed Plan, and will 
promptly notify the company of its determination in writing.
    The company also has 45 days from receipt of the letter to issue a 
press release disclosing the fact that it has fallen below the 
continued listing standards of the Exchange. If the company fails to 
issue this press release during the allotted 45 days, the Exchange will 
issue the requisite press release.
    If the Exchange does not accept the Plan, the Exchange will 
promptly initiate suspension and delisting procedures and issue a press 
release disclosing the forthcoming suspension and application to the 
SEC for delisting of the company's securities.
    If the Exchange accepts the Plan, the Exchange will review the 
company on a quarterly basis for compliance with the Plan. If the 
company fails to meet the material aspects of the Plan or any of the 
quarterly milestones, the Exchange will review the circumstances and 
variance, and determine whether such variance warrants commencement of 
suspension and delisting procedures. Should the Exchange determine to 
proceed with suspension and delisting procedures, it may do so 
regardless of the company's continued listing status at that time. The 
Exchange will deem the Plan period over prior to the end of the 18 
months if a company is able to demonstrate returning to compliance with 
the applicable continued listing standards, or achieving the ability to 
qualify under an original listing standard, for a period of two 
consecutive quarters. This early Plan termination will not be available 
to a company based on satisfying the alternate criteria specified in 
clauses (ii) or (iii) of footnote C to Para. 802.01B. In any event, if 
the company does not meet continued listing standards (including the 
criteria specified in footnote C to Para. 802.01B, if applicable) at 
the end of the 18-month period, the Exchange promptly will initiate 
suspension and delisting procedures.
    If the company, [did meet continued listing standards at the end of 
the 18-month Plan period but] within twelve months of the end of the 
[18-month] Plan period (including any early termination of the Plan 
period under the procedures described above), [it] is again determined 
to be below continued listing standards, the Exchange will examine the 
relationship between the two incidents of falling below continued 
listing standards and re-evaluate the company's method of financial 
recovery from the first incident. It will then take appropriate action, 
which, depending upon the circumstances, may include truncating the 
procedures described above or immediately initiating suspension and 
delisting procedures.

[[Page 35306]]

802.03  Continued Listing

Evaluation and Follow-up Procedures for Non-U.S. Companies

    The following procedures shall be applied by the Exchange to non-
U.S. companies who are identified as being below the Exchange's 
continued listing criteria. Notwithstanding the above, when the 
Exchange deems it necessary for the protection of the investors, 
trading in any security can be suspended immediately, and application 
made to the SEC to delist the security.
    Once the Exchange identifies, through internal reviews or notice (a 
press release, news story, company communication, etc.), a company as 
being below the continued listing criteria set forth in Para. 802.01 
(and not able to otherwise qualify under an original listing standard), 
the Exchange will notify the company by letter of its status within 10 
business days. This letter will also provide the company with an 
opportunity to provide the Exchange with a plan (the ``Plan'') advising 
the Exchange of definitive action the company has taken, or is taking, 
that would bring it into conformity with the standards within 18 months 
of receipt of the letter. Within 30 business days after receipt of the 
letter, the company must contact the Exchange to confirm receipt of 
notification, discuss any possible financial data of which the Exchange 
may be unaware, and indicate whether or not it plans to present a Plan; 
otherwise, suspension and delisting procedures will commence. If the 
company submits a Plan, it must identify specific semi-annual 
milestones against which the Exchange will evaluate the company's 
progress.
    The company has 90 days from the receipt of the letter to submit 
its Plan to the Exchange for review; otherwise, suspension and 
delisting procedures will commence. If the company is determined to be 
below the criteria listed in Section 802.01B(i) or 802.01B(iii), the 
Plan it presents must demonstrate how it will reestablish both its 
market capitalization and stockholders' equity (or revenues, as 
applicable), to the levels specified in such clauses. In any event, all 
companies submitting a Plan must include quarterly financial 
projections, details related to any strategic initiatives the company 
plans to complete, and market performance support. Exchange staff will 
evaluate the Plan, including any additional documentation that supports 
the Plan, and make a determination as to [(1) whether the Plan shows 
the company meeting the continued listing standards within the 18 
months and (2) whether the company has made a reasonable demonstration 
in the Plan of an ability to come into conformity with continued 
listing standards.] whether the company has made a reasonable 
demonstration in the Plan of an ability to come into conformity with 
the relevant standard(s) within 18 months. The Exchange will make such 
determination within 45 days of receipt of the proposed Plan, and will 
promptly notify the company of its determination in writing.
    The company also has 90 days from receipt of the letter to issue a 
press release disclosing the fact that it has fallen below the 
continued listing standards of the Exchange. If the company fails to 
issue this press release during the allotted 90 days, the Exchange will 
issue the requisite press release.
    If the Exchange does not accept the Plan, the Exchange will 
promptly initiate suspension and delisting procedures and issue a press 
disclosing the forthcoming suspension and application to the delisting 
of the company's securities.
    If the Exchange accepts the Plan, the Exchange will review the 
company on a semi-annual basis for compliance with the Plan. If the 
company fails to meet the material aspects of the Plan or any of the 
semi-annual milestones, the Exchange will review the circumstances and 
variance, and determine whether such variance warrants commencement of 
suspension and delisting procedures. Should the Exchange determine to 
proceed with suspension and delisting procedures, it may do so 
regardless of the company's continued listing status at that time. The 
Exchange will deem the Plan period over prior to the end of the 18 
months if a company is able to demonstrate returning to compliance with 
the applicable continued listing standards, or achieving the ability to 
qualify under an original listing standard, for a period of two 
consecutive quarters. This early Plan termination will not be available 
to a company on satisfying the alternate criteria specified in clauses 
(ii) or (iii) of footnote C to Para. 802.01B. In any event, if the 
company does not meet continued listing standards (including the 
criteria specified in footnote C to Para. 802.01B, if applicable) at 
the end of the 18-month period, the Exchange promptly will initiate 
suspension and delisting procedures.
    If the company, [did meet continued listing standards at the end of 
the 18-month Plan period but] within twelve months of the end of the 
[18-month] Plan period (including any early termination of the Plan 
period under the procedures above), [it] is again determined to be 
below continued listing standards, the Exchange will examine the 
relationship between the two incidents of falling below continued 
listing standards and re-evaluate the company's method of financial 
recovery from the first incident. It will then take appropriate action, 
which, depending upon the circumstances, may include truncating the 
procedures described above or immediately initiating suspension and 
delisting procedures.

Delisting of Securities

Suspension from Dealings or removal from List by Action of the 
Exchange

* * * * *
    Rule 499. Securities admitted to the list may be suspended from 
dealings or removed from the list at any time.
       Supplementary Material:
* * * * *

.20 NUMERICAL AND OTHER CRITERIA.

* * * * *
    The Exchange would normally give consideration to suspending or 
removing from the list a security of a company, whether it be a 
domestic or non-U.S. issuer, when:
* * * * *
    4. [* Total] Average global market capitalization over a 
consecutive 30 trading-day period is less than $50,000,000, and total 
stockholders' equity [or, for partnerships, both the general and 
limited partners' capital as applicable,] is less than $50,000,000 *; 
or [A company that is determined to be below this continued listing 
criteria must reestablish both its market capitalization and its 
stockholders' equity (or net assets for Funds) to be considered to 
conformity with continued listing standards pursuant to Sections .50 
and .60]
    * To be considered in conformity with continued listing standards 
pursuant to Paras .50 and .60 of this Rule 499, a company that is 
determined to be below this continued listing criterion must do one of 
the following:
    (i) Reestablish both its market capitalization and its 
stockholders' equity to the $50,000,000 level, or
    (ii) Achieve average global market capitalization over a 
consecutive 30 trading-day period of at least $100,000,000, or 
    (iii) Achieve average global market capitalization over a 
consecutive 30 trading-day period of $60,000,000, with either (x) 
stockholders' equity of at least $40,000,000, or (y) an increase in 
stockholders' equity of at least

[[Page 35307]]

$40,000,000 since the company was notified by the Exchange that it was 
below continued listing standards.
    5. [*] Average global market capitalization over a consecutive 30 
trading-day period is less than $15,000,000[.]; or
    6. [*] For companies that [qualify] qualified for original listing 
under the ``global market capitalization'' standard:
     [Total] Average global market capitalization over a 
consecutive 30 trading-day period is less than $500,000,000 and total 
revenues are less than $20,000,000 over the past 12 months (unless the 
resultant entity qualifies as an original listing under one of the 
other standards). ** [A company that is determined to be below this 
continued listing criteria must reestablish both its market 
capitalization and its revenues to be considered in conformity with 
continued listing standards pursuant to Sections .50 and .60]
        OR
     Average global market capitalization over a consecutive 30 
trading-day period is less than $100,000,000.
    * * A company that is determined to be below this continued listing 
criteria must reestablish both its market capitalization and its 
revenues to be considered in conformity with continued listing 
standards pursuant to Paras. .50 and .60 of this Rule 499.
    [*] When applying the market capitalization test in any of the 
three standards described in sections 4-6, the Exchange will generally 
look to the total common stock outstanding (excluding treasury shares) 
as well as any common stock that would be issued upon conversion of 
another outstanding equity security. The Exchange deems these 
securities to be reflected in market value to such an extent that the 
security is a ``substantial equivalent'' of common stock. In this 
regard, the Exchange will only consider securities (1) publicly traded 
(or quoted), or (2) convertible into a publicly traded (or quoted) 
security. For partnerships, the Exchange will analyze the creation of 
the current capital structure to determine whether it is appropriate to 
include other publicly-traded securities in the calculation.
    Affiliated companies will not be subject to the $50,000,000 average 
global market capitalization and stockholders' equity test unless the 
parent or affiliated company no longer controls the equity or such 
parent/affiliated company itself falls below the continued listing 
standards described herein.
    7. Funds, REITs and Limited Partnerships will be subject to 
immediate suspension and delisting procedures if (1) the average market 
capitalization over 30 consecutive trading days is below $15,000,000 or 
(2) [the Fund] in the case of a Fund, it ceases to maintain its closed-
end status, and in the case of a REIT, it fails to maintain its REIT 
status (unless the resultant entity qualifies for an original listing 
as a corporation). The Exchange will notify the [f]Fund, REIT or 
limited partnership if the average market capitalization falls below 
$25,000,000 and advise the fund, REIT of limited partnership of the 
delisting standard. Funds, REITs and limited partnerships are not 
subject to the procedures outlined in [Paras. 802.02 and 802.03] Paras. 
.50 and .60 of this Rule 499.
    [8. REITs--Until a REIT has operated for three years, it shall be 
held to a continued listing standard of $30,000,000 in both total 
market capitalization and stockholders' equity. Regardless of the 
length of time a REIT has been operating at the time of its initial 
listing, once it has operated for three years, it shall be held to the 
financial criteria outlined in sections 4-6 above. At all times, all 
REITs must (1) maintain their REIT status (unless the resultant entity 
qualifies as an original listing as a corporation), and (2) maintain a 
minimum market capitalization of $15,000,000.]
    [9] 8. Average closing price of a security is less than $1.00 over 
a consecutive 30 trading-day period. Once notified, the company must 
bring its share price and average share price back above $1.00 by [the 
later of its subsequent annual meeting date or] six months following 
receipt of the notification. If this is the only criteria that makes 
the company below the Exchange's continued listing standards, the 
procedures outlined in Paras. .50 and .60 of this Rule 499 do not 
apply. The company must, however, notify the Exchange, within 10 
business days of receipt of the notification, of its intent to cure 
this deficiency. In the event that at the expiration of the cure 
period, both a $1.00 share price and a $1.00 average share price over 
the preceding 30 trading days [is] are not attained, the Exchange will 
commence suspension and delisting procedures. Notwithstanding the 
foregoing, if a company determines that, if necessary, it will cure the 
price condition by taking an action that will require approval of its 
shareholders, it must so inform the Exchange in the above referenced 
notification, must obtain the shareholder approval by no later than its 
next annual meeting, and must implement the action promptly thereafter. 
The price condition will be deemed cured if the price promptly exceeds 
$1.00 per share, and the price remains above that level for at least 
the following 30 trading days.
    Notwithstanding the foregoing, if the subject security is not the 
primary trading common stock of the company (e.g., a tracking stock or 
a preferred class) or is a stock listed under the Affiliated Company 
standard where the parent remains in ``control'' as that term is used 
in that standard, the Exchange may determine whether to apply the Price 
Criteria to such security after evaluating the financial status of the 
company and/or the parent/affiliated company, as the case may be.
* * * * *
    .50 Continued Listing Evaluation and Follow-up Procedures for 
Domestic Companies--
    The following procedures shall be applied by the Exchange to 
domestic companies, which are identified as being below the Exchange's 
continued listing criteria. Notwithstanding the above, when the 
Exchange deems it necessary for the protection of investors, trading in 
any security can be suspended immediately, and application made to the 
SEC to delist the security.
    Once the Exchange identifies, through internal reviews or notice (a 
press release, news story, company communication, etc.), a company as 
being below the continued listing criteria set forth in [para. 802.01] 
Par. .20 of this Rule 499 (and not able to otherwise qualify under an 
original listing standard), the Exchange will notify the company by 
letter of its status within 10 business days. This letter will also 
provide the company with an opportunity to provide the Exchange with a 
plan (the ``Plan'') advising the Exchange of definitive action the 
company has taken, or is taking, that would bring it into conformity 
with continued listing standards within 18 months of receipt of the 
letter. Within 10 business days after receipt of the letter, the 
company must contact the Exchange to confirm receipt of notification, 
discuss any possible financial data of which the Exchange may be 
unaware, and indicate whether or not it plans to present a Plan; 
otherwise, suspension and delisting procedures will commence. If the 
company submits a Plan, it must identify specific quarterly milestones 
against which the Exchange will evaluate the company's progress.
    The company has 45 days from the receipt of the letter to submit 
its Plan to the Exchange for review; otherwise, suspension and 
delisting procedures

[[Page 35308]]

will commence. If the company is determined to be below the criteria 
listed in subparagraphs 4 or 6 \5\ of Para. .20 of this Rule 499, the 
Plan it presents must demonstrate how it will reestablish both its 
market capitalization and stockholders' equity (or revenues, as 
applicable), to the levels specified in such clauses. In any event, all 
companies submitting a Plan must include quarterly financial 
projections, details related to any strategic initiatives the company 
plans to complete, and market performance support. Exchange staff will 
evaluate the Plan, including any additional documentation that supports 
the Plan, and make a determination as to [(1) whether the Plan shows 
the company meeting the continued listing standards within the 18 
months and (2) whether the company has made a reasonable demonstration 
in the Plan of an ability to come into conformity with continued 
listing standards.] whether the company has made a reasonable 
demonstration in the Plan of an ability to come into conformity with 
the relevant standard(s) within 18 months. The Exchange will make such 
determination within 45 days of receipt of the proposed Plan, and will 
promptly notify the company of its determination in writing.
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    \5\ The NYSE corrected a typographical error that appeared in 
the proposed rule language. Telephone conversation between James F. 
Duffy, Senior Vice President and Associate General Counsel, NYSE; 
Florence Harmon, Senior Special Counsel, Division of Market 
Regulation (``Division''), Commission; and Susie Cho, Special 
Counsel, Division, Commission, June 26, 2001.
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    The company also has 45 days from receipt of the letter to issue a 
press release disclosing the fact that it has fallen below the 
continued listing standards of the Exchange. If the company fails to 
issue this press release during the allotted 45 days, the Exchange will 
issue the requisite press release.
    If the Exchange does not accept the Plan, the Exchange will 
promptly initiate suspension and delisting procedures and issue a press 
release disclosing the forthcoming suspension and application to the 
SEC for delisting of the company's securities.
    If the Exchange accepts the Plan, the Exchange will review the 
company on a quarterly basis for compliance with the Plan. If the 
company fails to meet the material aspects of the Plan or any of the 
quarterly milestones, the Exchange will review the circumstances and 
variance, and determine whether such variance warrants commencement of 
suspension and delisting procedures. Should the Exchange determine to 
proceed with suspension and delisting procedures, it may do so 
regardless of the company's continued listing status at that time. The 
Exchange will deem the Plan period over prior to the end of the 18 
months if a company is able to demonstrate returning to compliance with 
the applicable continued listing standards, or achieving the ability to 
qualify under an original listing standard, for a period of two 
consecutive quarters. This early Plan termination will not be available 
to a company based on satisfying the alternate criteria specified in 
clauses (ii) or (iii) of footnote * to subparagraph 4 \6\ of Para. .20 
of this Rule 499. In any event, if the company does not meet continued 
listing standards (including the criteria specified in footnote * to 
subparagraph4 \7\ of Para. .20 of this Rule 499, if applicable) at the 
end of the 18-month period, the Exchange promptly will initiate 
suspension and delisting procedures.
---------------------------------------------------------------------------

    \6\ Id.
    \7\ Id.
---------------------------------------------------------------------------

    If the company, within twelve months of the end of the Plan period 
(including any early termination of the Plan period under the 
procedures described above), is again determined to be below continued 
listing standards, the Exchange will examine the relationship between 
the two incidents of falling below continued listing standards and re-
evaluate the company's method of financial recovery from the first 
incident. It will then take appropriate action, which, depending upon 
the circumstances, may include truncating the procedures described 
above or immediately initiating suspension and delisting procedures.
    .60 Continued Listing Evaluation and Follow-up Procedures for Non-
U.S. Companies--
    The following procedures shall be applied by the Exchange to non-
U.S. companies who are identified as being below the Exchange's 
continued listing criteria. Notwithstanding the above, when the 
Exchange deems it necessary for the protection of the investors, 
trading in any security can be suspended immediately, and application 
made to the SEC to delist the security.
    Once the Exchange identifies, through internal reviews or notice (a 
press release, news story, company communication, etc.), a company as 
being below the continued listing criteria set forth in [para.. 802.01] 
Para. .20 of this Rule 499 (and not able to otherwise qualify under an 
original listing standard), the Exchange will notify the company by 
letter of its status within 10 business days. This letter will also 
provide the company with an opportunity to provide the Exchange with a 
plan (the ``Plan'') advising the Exchange of definitive action the 
company has taken, or is taking, that would bring it into conformity 
with the standards within 18 months of receipt of the letter. Within 30 
business days after receipt of the letter, the company must contact the 
Exchange to confirm receipt of notification, discuss any possible 
financial data of which the Exchange may be unaware, and indicate 
whether or not it plans to present a Plan; otherwise, suspension and 
delisting procedures will commence. If the company submits a Plan, it 
must identify specific semi-annual milestones which the Exchange will 
evaluate the company's progress.
    The company has 90 days from the receipt of the letter to submit 
its Plan to the Exchange for review; otherwise, suspension and 
delisting procedures will commence. If the company is determined to be 
below the criteria listed in subparagraphs 4 or 6 \8\ of Para. .20 of 
this Rule 499, the Plan it presents must demonstrate how it will 
reestablish both its market capitalization and stockholders' equity (or 
revenues, as applicable,) to the levels specified in such clauses. In 
any event, all companies submitting a Plan must include quarterly 
financial projections, details related to any strategic initiatives the 
company plans to complete, and market performance support. Exchange 
staff will evaluate the Plan, including any additional documentation 
that supports the Plan, and make a determination as to [(1) whether the 
Plan shows the company meeting the continued listing standards within 
the 18 months and (2) whether the company has made a reasonable 
demonstration in the Plan of an ability to come into conformity with 
continued listing standards.] whether the company has made a reasonable 
demonstration in the Plan of an ability to come into conformity with 
the relevant standard(s) within 18 months. The Exchange will make such 
determination within 45 days of receipt of the proposed Plan, and will 
promptly notify the company of its determination in writing.
---------------------------------------------------------------------------

    \8\ Id.
---------------------------------------------------------------------------

    The company also has 90 days from receipt of the letter to issue a 
press release disclosing the fact that it has fallen below the 
continued listing standards of the Exchange. If the company fails to 
issue this press release during the allotted 90 days, the Exchange will 
issue the requisite press release.
    If the Exchange does not accept the Plan, the Exchange will 
promptly

[[Page 35309]]

initiate suspension and delisting procedures and issue a press release 
disclosing the forthcoming suspension and application to the delisting 
of the company's securities.
    If the Exchange accepts the Plan, the Exchange will review the 
company on a quarterly basis for compliance with the Plan. If the 
company fails to meet the material aspects of the Plan or any of the 
quarterly milestones, the Exchange will review the circumstances and 
variance, and determine whether such variance warrants commencement of 
suspension and delisting procedures. Should the Exchange determine to 
proceed with suspension and delisting procedures, it may do so 
regardless of the company's continued listing status at that time. The 
Exchange will deem the Plan period over prior to the end of the 18 
months if a company is able to demonstrate returning to compliance with 
the applicable continued listing standards, or achieving the ability to 
qualify under an original listing standard, for a period of two 
consecutive quarters. This early Plan termination will not be available 
to a company based on satisfying the alternate criteria specified in 
clauses (ii) or (iii) of footnote * to subparagraph 4 \9\of Para. .20 
of this Rule 499. In any event, if the company does not meet continued 
listing standards (including the criteria specified in footnote * 
subparagraph 4 \10\ of Para. .20 of this Rule 499, if applicable) at 
the end of the 18-month period, the Exchange promptly will initiate 
suspension and delisting procedures.
---------------------------------------------------------------------------

    \9\ Id.
    \10\ Id.
---------------------------------------------------------------------------

    If the company, within twelve months of the end of the Plan period 
(including any early termination of the Plan period under the 
procedures described above), is again determined to be below continued 
listing standards, the Exchange will examine the relationship between 
the two incidents of falling below continued listing standards and re-
evaluate the company's method of financial recovery from the first 
incident. It will then take appropriate action, which, depending upon 
the circumstances, may include truncating the procedures described 
above or immediately initiating suspension and delisting procedures.
* * * * *

II. Self-Regulatory Organization's Statement of the Purpose of, and 
Stautory 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 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 proposed rule change consists of amendments to Sections 102, 
103, and 802 of the Manual and corresponding changes to Exchange Rule 
499. Sections 102 and 103 of the Manual take into account a 
modification to generally accepted accounting principles (GAAP), while 
proposed amendments to Section 802 consist of technical changes in how 
certain requirements are applied, and provide some alternative measures 
by which companies operating under a Plan (as such term defined in 
Section 802.02 of the Manual) may be deemed to have returned to 
compliance with continued listing standards. The proposed amendments to 
Rule 499 reflect the proposed amendments to Section 802 of the Manual.

Amendments to Sections 102 and 103 of the Manual (Original Listing)

    Sections 102 and 103 of the Manual set forth the criteria for 
original listing of, respectively, domestic and foreign issuers. In 
each case, one of the available criteria focuses on pre-tax earnings. 
Traditionally, GAAP required amortization expense to be reflected in 
the calculation of pre-tax earnings. Under a modification to GAAP, 
however, amortization expense may now be taken below the pre-tax 
earnings line on the income statement. Accordingly, the NYSE proposes 
to amend the existing criteria to specify that amortization expense 
should be deducted when computing pre-tax earnings for purposes of 
determining eligibility under the Exchange's earnings criteria.

Amendments to Section 802 (Continued Listing)

    Last year, the Exchange implemented revisions to the continued 
listing standards and to the structure of the Plan process.\11\ The 
Exchange believes that the changes have worked well. However, the 
Exchange represents that as it has gained additional experience, the 
need for adjustments or clarification became apparent. The proposed 
amendments to Section 802 are refinements that the Exchange believes 
will make the process more transparent and more effective.
---------------------------------------------------------------------------

    \11\ See Securities Exchange Act Release No. 43288 (September 
13, 2000), 65 FR 56974 (September 20, 2000).
---------------------------------------------------------------------------

Background

    Section 802.01B establishes a ``conjunction test'' pursuant to 
which a company is considered below continued listing standards if both 
its market capitalization and its stockholders' equity fall below 
$50,000,000. Similar tests with different market capitalization 
requirements apply to companies listed on the basis of global market 
capitalization, and to real estate investment trusts (REITs). The 
Manual specifies that the Exchange requires a company to raise both 
measures back above the specified level to be considered again in 
compliance with continued listing standards. Section 802 of the Manual 
also specifies that a company is below standards if its market 
capitalization is below $15,000,000, without regard to stockholders' 
equity. Listed closed-end funds, as to which stockholders' equity is 
not relevant, are subject only to the latter standards.
    Section 802.02 of the Manual specifies the process by which a 
listed company that is determined to be below standards may submit to 
the Exchange a plan (the ``Plan'') demonstrating how it will return to 
compliance with continued listing standards within 18 months. The 
Exchange monitors a company's performance under the Plan, and companies 
that cannot return to standards in 18 months are delisted. Section 
802.03 of the Manual contains parallel provisions for non-U.S. 
companies.
    Separately, Section 802.01C of the Manual provides that a company 
will be below listing criteria if its average closing share price over 
a consecutive 30 trading-day period is less than $1.00. Such a company 
is required to bring its 30 trading-day average closing price above 
$1.00 by the later of its next annual meeting date or six months after 
receipt of notification from the Exchange.

Proposed Changes

    Financial Criteria. Section 802.01B specifies that the $15,000,000 
market capitalization test is measured over a consecutive 30 trading-
day period. In contrast, the market capitalization part of the 
``conjunction test'' and the global market capitalization standard are 
measured at a point in time. The Exchange now believes that a market

[[Page 35310]]

value snapshot is of limited utility, and that these criteria should be 
measured over 30 consecutive trading days. Separately, the Exchange 
believes that stockholders' equity is not a useful measure when applied 
to limited partnerships or REITs listed on the Exchange, and the 
Exchange proposes to apply to limited partnerships and REITs the same 
$15,000,000 market capitalization-only test that is applied to closed-
end funds.
    Financial Plan. The Exchange is proposing several modifications to 
the Plan process. The Exchange will continue to ask companies to 
demonstrate how they will reestablish both sides of the ``conjunction 
test'' within 18 months.
    For companies that have fallen below the $50,000,000 market 
capitalization/stockholders' equity ``conjunction test,'' however, the 
Exchange has identified certain alternate recovery measures in Footnote 
C of Section 802.01B. A company that achieves any of the alternate 
recovery measures (``Footnote C Company'') would be considered in 
conformity with continued listing standards pursuant to Sections 802.02 
and 802.03 of the Manual. In essence, the Exchange proposes that such a 
company be considered in compliance with standards even without 
restoring both market capitalization and stockholders' equity to above 
$50,000,000, if the company, by the end of the Plan period, either
    (i) Reestablishes both its market capitalization and its 
stockholders' equity to the $50,000,000 level;
    (ii) Achieves an average global market capitalization over a 
consecutive 30 trading-day period of $100,000,000; or
    (iii) Achieves an average global market capitalization over a 
consecutive 30 trading-day period of $60,000,000, together with either 
a stockholders' equity of $40,000,000, or an increase in stockholders' 
equity of at least $40,000,000 since the company was notified by the 
Exchange that it was below standards.
    The Exchange considers these appropriate alternative recovery 
measures to apply at the end of an 18-month financial Plan period, but 
it will still require a company to provide a financial Plan that 
addresses how the company will restore its market capitalization and 
equity to the $50,000,000 level. Companies that return to compliance by 
satisfying one of the Footnote C alternate criteria will be considered 
in conformity with continued listing standards pursuant to Sections 
802.02 and 802.03 unless they fall below the continued listing criteria 
specified in Section 802.01B, i.e., the $50,000,000 ``conjunction 
test'' or the minimal market capitalization test of $15,000,000.\12\
---------------------------------------------------------------------------

    \12\ For example, if a Footnote C Company had returned to 
compliance by achieving a market capitalization of $60,000,000 and 
stockholders' equity of $40,000,000, that company would be 
considered in compliance with continued listing standards, unless 
both its market capitalization and total stockholders' equity were 
less than $50,000,000, or unless its minimal market capitalization 
was less than $15,000,000. Telephone conversation between James F. 
Duffy, Senior Vice President and Associate General Counsel, NYSE; 
Florence Harmon, Senior Special Counsel, Division, Commission; and 
Susie Cho, Special Counsel, Division, Commission, June 26, 2001.
---------------------------------------------------------------------------

    Some companies operating under a Plan are able to return to full 
compliance with continued listing standards (or are able to demonstrate 
an ability to meet original listing standards) well before the 
expiration of the 18-month Plan period. In such circumstances, the 
Exchange will deem the Plan period over, although it will wait to see 
that the reestablished standard is maintained for two quarters before 
doing so. This early Plan termination, however, will not be made 
available to a company that only achieves compliance by meeting the 
alternative criteria described in clauses (ii) and (iii) to Footnote C 
of Section 802.01B.
    Finally, under the existing Plan process described in Sections 
802.02 and 802.03 of the Manual, a company is in a sense ``on 
probation'' for 12 months after the end of a successfully-implemented 
Plan. Under the proposed rule change, the Exchange will measure those 
12 months from the early termination date when that occurs.
    Price Criteria. Section 802.01C currently provides that a company 
must cure a $1.00 price condition by bringing its 30 trading-day 
average share price above $1.00 within six months, or by the company's 
next annual meeting date, whichever is later. The Exchange, however, 
represents that it always intended that the company would not only 
restore its 30-day average share price, but also its closing price, to 
above $1.00 by the target date. The Exchange also represents that 
Section 802.01C's option of giving a company until its next annual 
meeting to bring its average share price back above $1.00 was intended 
to accommodate a company that intended to cure the price condition by 
taking an action requiring the approval of its stockholders; in this 
case, the company would then need at least some trading time following 
the approval of the reverse split to evidence the increase in the share 
price. The proposed rule change amends the Section so that the 
provisions read as originally intended by the Exchange.

Amendments to Rule 499

    The proposed amendments to Exchange Rule 499 correspond with the 
proposed amendments to Section 802 of the Manual. Exchange Rule 499 
also reflects certain previous amendments to Section 802 that were 
inadvertently omitted from the Rule.
2. Statutory Basis
    The Exchange believes that the basis under the Act for this 
proposed rule change is the requirement under Section 6(b)(5) that an 
exchange have rules that are designed to prevent fraudulent and 
manipulative acts and practices, 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 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.

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-

[[Page 35311]]

NYSE-2001-02 and should be submitted by July 24, 2001.

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.\13\ Specifically, the Commission believes the proposal is 
consistent with Section 6(b)(5) of the Act,\14\ which requires that the 
rules of an exchange be designed 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.
---------------------------------------------------------------------------

    \13\ In approving this rule change, the Commission has 
considered the proposed rule's impact on efficiency, competition, 
and capital formation. 15 U.S.C. 78c(f).
    \14\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The amendments to Sections 102 and 103 of the Manual reflect a 
modification to GAAP and will bring uniform accounting principles to 
the process of determining eligibility under the Exchange's earnings 
criteria for original listing of domestic and foreign issuers. 
Regarding the numerical criteria of Section 802.01B, the Commission 
believes that it is reasonable for the Exchange to apply the global 
market capitalization/total stockholders' equity standard over a 
consecutive 30 trading-day period, as is currently specified for the 
$15,000,000 market capitalization test. The Commission also believes 
that it is reasonable for the Exchange to apply to limited partnerships 
and REITs the same $15,000,000 market capitalization-only test that is 
applied to closed-end funds, since in its experience implementing the 
criteria, the Exchange has observed that stockholders' equity is not a 
useful measure when applied to limited partnerships or REITs listed on 
the Exchange.
    In addition, the Commission believes that the amendments to Section 
802.01C regarding price criteria are a reasonable means of effectuating 
the Exchange's original intent. The Exchange had intended that a 
company with an average closing price less than $1.00 over a 
consecutive 30 trading-day period would not only restore its 30-day 
average share price, but also its closing price, to above $1.00 by the 
target date. The Exchange also represents that Section 802.01C's option 
of giving a company until its next annual meeting to bring its average 
share price back above $1.00 was intended to accommodate a company that 
intended to cure the price condition by taking an action requiring the 
approval of its stockholders; in this case, the company would then need 
at least some trading time following the approval of the reverse split 
to evidence the increase in the share price. The proposed rule change 
clarifies these points.
    The Commission also believes that the modifications to the Plan 
process under Sections 802.02 and 802.03 strike a permissible balance 
between the Exchange's obligation to protect investors and their 
confidence in the market, with its parallel obligation to perfect the 
mechanism of a free and open market. The alternate recovery measures by 
which a company may return to compliance with continued listing 
standards are explicitly delineated, providing greater transparency to 
the Plan process and sustaining investor confidence in the integrity of 
the markets.
    The Commission, however, specifically notes that the Footnote C 
Companies fall under a unique category vis--vis other companies 
regarding the application of the 18-month Plan process. For example, 
even with the alternative recovery measures in place, the Exchange will 
still require a company to provide a financial Plan that addresses how 
the company will restore both its market capitalization and 
stockholders' equity to the $50,000,000 level. In the instance where a 
company is eligible for early termination of its Plan, the NYSE has 
established a concrete time period during which the company must 
maintain its re-established continued listing standards before 
termination of the Plan. This early Plan termination, however, will not 
be made available to a company that only achieves the alternative 
criteria set forth in clauses (ii) and (iii) to Footnote C of Section 
802.01B.
    Moreover, under the existing Plan process described in Sections 
802.02 and 802.03 of the Manual, a company is in a sense ``on 
probation'' for 12 months after the end of a successfully-implemented 
Plan. In the order approving this probation period provision, the 
Commission stated that ``the [provision] 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.'' \15\
---------------------------------------------------------------------------

    \15\ Securities Exchange Act Release No. 42194 (December 1, 
1999), 64 FR 69311 (December 10, 1999).
---------------------------------------------------------------------------

    The one-year probation period was therefore intended as a 
monitoring period to ensure that companies stay above the continued 
listing criteria. The Commission stresses that Footnote C Companies 
should not view the one-year probation period as an extension of the 
18-month Plan period and an opportunity to gain additional time to 
achieve compliance. Absent extraordinary circumstances, the Commission 
expects the Exchange to suspend and institute delisting proceedings for 
the security of any Footnote C Company that falls below the Footnote C 
criteria during the one-year probation period.
    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. 
The Commission believes that it is reasonable to grant accelerated 
approval to allow for the efficient administration of the Exchange's 
original and continued listing programs as promptly as possible. 
Accordingly, the Commission finds good cause, consistent with Sections 
6(b)(5) and 19(b)(2) of the Act.\16\
---------------------------------------------------------------------------

    \16\ 15 U.S.C. 78f(b)(5) and 78s(b)(2).
---------------------------------------------------------------------------

    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\17\ that the proposed rule change, SR-NYSE-2001-02, as amended, is 
approved on an accelerated basis.
---------------------------------------------------------------------------

    \17\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\18\
---------------------------------------------------------------------------

    \18\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 01-16673 Filed 7-2-01; 8:45 am]
BILLING CODE 8010-01-M