[Federal Register Volume 69, Number 100 (Monday, May 24, 2004)]
[Notices]
[Pages 29608-29609]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 04-11649]



[[Page 29608]]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-49714, File No. SR-NYSE-2004-07]


Self-Regulatory Organizations; Notice of Filing of Proposed Rule 
Change and Amendment No. 1 Thereto by the New York Stock Exchange, 
Inc., Relating to the Listed Company Manual's Requirement that 
Companies Make Certain Paper Filings

May 17, 2004.
    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 February 10, 2004, the New York Stock Exchange, Inc. (``NYSE'' or 
``Exchange'') filed with the Securities and Exchange Commission 
(``Commission'' or ``SEC'') the proposed rule change as described in 
Items I, II, and III below, which Items have been prepared by the 
Exchange. On May 10, 2004, NYSE 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.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Letter from Darla C. Stuckey, Corporate Secretary, NYSE, 
to Nancy J. Sanow, Assistant Director, Division of Market Regulation 
(``Division''), Commission, dated May 7, 2004 (``Amendment No. 1''). 
Amendment No. 1 replaced and superseded the original filing in its 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 reflects amendments to the NYSE's Listed 
Company Manual, which requires companies to make certain paper filings. 
Proposed new language is italicized; deletions are bracketed.
* * * * *

Listed Company Manual

204.00 Notices by the Company to the Exchange

(A) Prompt Written Notice to the Exchange

    No change.

(B) Filings With the Exchange

    The Exchange, as well as the SEC, requires that listed companies 
[to] file certain SEC reports and other materials (such as proxies[,] 
and prospectuses[, and earnings reports]) with the Exchange. [In 
addition, the SEC requires listed companies to file certain materials 
with the Exchange.] Since all domestic and non-U.S. listed companies 
are required to [For those listed companies that] file their periodic 
and current reports, as well as other materials, through the SEC's 
Electronic Data Gathering Analysis and Retrieval (EDGAR) system, the 
Exchange will access certain SEC documents through that system and, 
except as provided below, will not require a listed company to file 
[multiple] hard copies of SEC filings [such material] with the 
Exchange. Specifically, the Exchange only requires companies to file 
hard copies of [will accept an EDGAR filing of all material filed with 
the SEC, except:] materials necessary to support a listing application 
(see Paras. 703.00 & 903.00), proxy materials (see Para. 402.00) [and 
SEC Form 8-K filings] and any filings made on Form 6-K that are not 
required to be filed through EDGAR.
    The paragraphs which follow in this section are intended only as a 
convenient reference and should not be regarded as interpreting fully 
the listing agreement or the requirements of the Exchange in respect to 
the matters itemized.
* * * * *

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 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
    Section 204.00(B) of the Exchange's Listed Company Manual currently 
requires listed companies to file certain SEC reports and other 
material (such as proxies, prospectuses, and earnings reports) with the 
Exchange. In addition, many of the forms promulgated by the Commission 
under the Securities Act of 1933 and the Act require listed companies 
to file certain material with the Exchange. However, since all domestic 
issuers and foreign private issuers are now required to file periodic 
and current reports through the Commission's Electronic Data Gathering 
Analysis and Retrieval (``EDGAR'') system, the Exchange no longer deems 
it necessary for companies to file multiple hard copies of many 
required filings with the Exchange.
    The current requirement of section 204.00(B) of the NYSE's Listed 
Company Manual states that the Exchange will accept an EDGAR filing of 
all material filed with the Commission except material necessary to 
support a listing application, proxy materials, and SEC Form 8-K 
filings.\4\ According to the Exchange, while domestic issuers have been 
subject to the EDGAR electronic filing requirements for several years, 
the Exchange has only recently implemented a system that provides to 
the NYSE staff member responsible for that specific company immediate 
electronic notification that a company has filed a Form 8-K. In 
addition, the Exchange represents that the system automatically flags 
and routes any Form 8-K related to NYSE compliance topics to the 
appropriate NYSE representative for their review and potential action. 
In light of the Exchange's capacity for immediate electronic access, 
the Exchange proposes to amend this requirement to clarify that it will 
no longer require hard copy filings of Commission Form 8-K filings.
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    \4\ See Securities Exchange Act Release No. 40220 (July 16, 
1998), 63 FR 39620 (July 23, 1998); see also Letter to NYSE from 
Anne M. Krauskopf, Special Counsel, Division of Corporation Finance, 
and Howard L. Kramer, Senior Associate Director, Division, 
Commission, dated July 22, 1998 (providing no-action relief from 
certain requirements to file paper copies).
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    According to the Exchange, NYSE representatives are also notified 
electronically when Form 6-Ks are filed on EDGAR for a specific company 
in the same manner described above. However, to the extent that foreign 
private issuers file paper versions of Form 6-K with the SEC, the 
Exchange proposes to clarify that hard copies of those filings will be 
required to be submitted to the Exchange.
2. Statutory Basis
    The Exchange believes that the proposed rule change satisfies the 
requirement under section 6(b)(5)\5\ of the Act that the Exchange's 
rules 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 mechanism for a free and open market and 
a national market system, and, in general, to protect investors and the 
public interest.
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    \5\ 15 U.S.C. 78f(b)(5).

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[[Page 29609]]

B. Self-Regulatory Organization's Statement on Burden on Competition

    NYSE 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

    NYSE did not solicit or receive written comments on the proposed 
rule change.

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

    Within 35 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 90 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 Exchange 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, as amended, is consistent with the Act. Comments may be 
submitted by any of the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an E-mail to [email protected]. Please include 
File Number SR-NYSE-2004-07 on the subject line.

Paper Comments

     Send paper comments in triplicate to Jonathan G. Katz, 
Secretary, Securities and Exchange Commission, 450 Fifth Street, NW., 
Washington, DC 20549-0609. All submissions should refer to File Number 
SR-NYSE-2004-07. This file number should be included on the subject 
line if e-mail is used. To help the Commission process and review your 
comments more efficiently, please use only one method. The Commission 
will post all comments on the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). 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 NYSE. All comments received will be posted without 
change; the Commission does not edit personal identifying information 
from submissions. You should submit only information that you wish to 
make available publicly. All submissions should refer to File Number 
SR-NYSE-2004-07 and should be submitted on or before June 14, 2004.

    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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Jill M. Peterson,
Assistant Secretary.
[FR Doc. 04-11649 Filed 5-21-04; 8:45 am]
BILLING CODE 8010-01-P