[Federal Register Volume 71, Number 48 (Monday, March 13, 2006)]
[Notices]
[Pages 12761-12762]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E6-3484]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-53426; File No. SR-NYSE-2006-15]


Self-Regulatory Organizations; New York Stock Exchange, Inc.; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change 
Relating to Technical Amendments to the Restated Certificate of 
Incorporation of NYSE Regulation, Inc.

March 7, 2006.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that 
on March 6, 2006, the New York Stock Exchange, Inc. (``Exchange'' or 
``NYSE'') filed with the Securities and Exchange Commission 
(``Commission'') the proposed rule change as described in Items I and 
II below, which Items have been prepared by the Exchange. The Exchange 
filed the proposed rule change pursuant to Section 19(b)(3)(A) of the 
Act \3\ and Rule 19b-4(f)(6) thereunder,\4\ which renders the proposal 
effective upon filing with the Commission. The Commission is publishing 
this notice to solicit comments on the proposed rule change from 
interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ 15 U.S.C. 78s(b)(3)(A).
    \4\ 17 CFR 240.19b-4(f)(6).
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to make certain technical changes to the 
restated certificate of incorporation of NYSE Regulation (``NYSE 
Regulation'') to comply as to form with the requirements of the Not-
for-Profit Corporation Law of the State of New York (``N-PCL'') and to 
specifically recite the ways in which the restated certificate of 
incorporation modifies the certificate of incorporation as originally 
filed under the N-PCL.\5\
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    \5\ At the request of the Exchange, the Commission staff revised 
the text to clarify that the reference to the modifications is with 
respect to the certificate of incorporation as originally filed 
under the N-PCL. Telephone conversation between John Carey, 
Assistant General Counsel, NYSE, and Kim M. Allen, Special Counsel, 
Division of Market Regulation, Commission, on March 6, 2006 
(``Telephone Conversation'').
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    The text of the proposed rule change is available on the Exchange's 
Web site (http://www.nyse.com), at the Exchange's Office of the 
Secretary, and at the Commission's Public Reference Room.

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 IV 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 Exchange is submitting this rule filing in connection with its 
proposed merger with Archipelago Holdings, Inc. (``Archipelago''), as a 
result of which the businesses of the Exchange and Archipelago will be 
held under a single, publicly traded holding company named NYSE Group, 
Inc. (``NYSE Group''). Following the merger, the Exchange's current 
businesses and assets will be held in three separate entities 
affiliated with NYSE Group--New York Stock Exchange LLC, NYSE Market, 
Inc. and NYSE Regulation. The Commission has approved the Exchange's 
rule filing in connection with the merger (``Merger Filing'') \6\ and 
the merger is scheduled to close on March 7, 2006.\7\
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    \6\ See Securities Exchange Act Release No. 53382 (February 27, 
2006) 71 FR 11251 (March 6, 2006) (SR-NYSE-2005-77).
    \7\ The Commission notes that the Exchange included in the 
proposed rule change two different dates for the schedule closing 
date of the merger, March 7, 2006 and March 8, 2006. The Commission 
staff clarified with the Exchange that the scheduled closing date of 
the merger is March 7, 2006. Telephone Conversation.
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    NYSE Regulation is a corporation organized and existing under the 
N-PCL. The restated certificate of incorporation of NYSE Regulation was 
included in Exhibit 5 to the Merger Filing as approved. However, 
subsequent to the Merger Filing's approval, the Secretary of State of 
New York has informed the Exchange that it will not accept a filing of 
the restated certificate of incorporation unless certain technical 
changes are made to comply as to form with the requirements of the N-
PCL and to specifically recite the ways in which the restated 
certificate of incorporation modifies the certificate of incorporation 
as originally filed under the N-PCL. The changes do not affect the 
substance of the restated certificate of incorporation as approved by 
the Commission in any way. The Exchange needs this proposed rule change 
to be effective prior to the consummation of the merger, as it must 
file the restated certificate of incorporation with the Secretary of 
State of the State of New York before the closing of the merger, as 
contemplated by the Merger Filing.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with the requirement under Section 6(b)(5) of the Act \8\ that an 
Exchange have rules that are designed to promote just and equitable 
principles of trade, to remove impediments to and perfect the mechanism 
of a free and open market and a national market system and, in general, 
to protect investors and the public interest.
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    \8\ 15 U.S.C. 78f(b)(5).
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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

    Written comments were neither solicited nor received.

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

    Because the foregoing proposed rule change does not: (1) 
Significantly affect the protection of investors or the public 
interest; (2) impose any significant burden on competition; and (3) 
become operative for 30 days from the date on which it was filed, or 
such shorter time as the Commission may designate if consistent with 
the protection of investors and the public interest, the proposed rule 
change has become

[[Page 12762]]

effective pursuant to Section 19(b)(3)(A) of the Act \9\ and Rule 19b-
4(f)(6) thereunder.\10\
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    \9\ 15 U.S.C. 78s(b)(3)(A).
    \10\ 17 CFR 240.19b-4(f)(6).
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    A proposed rule change filed under Rule 19b-4(f)(6) \11\ normally 
may not become operative prior to 30 days after the date of filing. 
However, Rule 19b-4(f)(6)(iii) \12\ permits the Commission to designate 
a shorter time if such action is consistent with the protection of 
investors and the public interest. The Exchange has requested that the 
Commission waive the 30-day operative delay, and designate the proposed 
rule change immediately operative.\13\ The Commission believes that 
waiving the 30-day operative delay is consistent with the protection of 
investors and the public interest.\14\ The Exchange has stated that the 
restated certificate of incorporation as modified by this proposed rule 
change must be filed with the Secretary of State of the State of New 
York before the closing of the merger that is scheduled for March 7, 
2006. The Commission notes that the proposed modifications to the 
restated certificate of incorporation are technical changes that are 
non-substantive. Accordingly, the Commission designates that the 
proposed rule change become operative immediately.
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    \11\ Id.
    \12\ 17 CFR 240.19b-4(f)(6)(iii).
    \13\ The Exchange also asked the Commission to waive the five-
business day pre-filing notice requirement. See Rule 19b-
4(f)(6)(iii), 17 CFR 240.19b-4(f)(6)(iii). The Commission is 
exercising its authority to designate a shorter time and notes that 
the Exchange provided the Commission with one business day notice.
    \14\ For purposes only of waiving the 30-day operative delay, 
the Commission has considered the proposed rule's impact on 
efficiency, competition, and capital formation. 15 U.S.C. 78c(f).
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    At any time within 60 days of the filing of the proposed rule 
change, the Commission may summarily abrogate such rule change if it 
appears to the Commission that such action is necessary or appropriate 
in the public interest, for the protection of investors, or otherwise 
in furtherance of the purposes of the Act.

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. 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-2006-15 on the subject line.

Paper Comments

     Send paper comments in triplicate to Nancy M. Morris, 
Secretary, Securities and Exchange Commission, 100 F Street, NE., 
Washington, DC 20549-1090.

All submissions should refer to File Number SR-NYSE-2006-15. 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 Room. Copies of such 
filing also will be available for inspection and copying at the 
principal office of the Exchange. 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-2006-15 and should be submitted on or before April 
3, 2006.

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\15\
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    \15\ 17 CFR 200.30-3(a)(12).
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Jill M. Peterson,
Assistant Secretary.
[FR Doc. E6-3484 Filed 3-10-06; 8:45 am]
BILLING CODE 8010-01-P