

[Federal Register: August 29, 2006 (Volume 71, Number 167)]
[Notices]               
[Page 51259-51260]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr29au06-97]                         


[[Page 51259]]

-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-54350; File No. SR-NYSE-2006-64]

 
Self-Regulatory Organizations; New York Stock Exchange LLC; 
Notice of Filing and Immediate Effectiveness of a Proposed Rule Change 
and Amendment No. 1 Thereto To Amend Section 102.01 of the Listed 
Company Manual To Reduce its Distribution Requirements for Companies 
Listing Common Equity Securities in Connection with an IPO, Transfer or 
Quotation

August 22, 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 August 18, 2006, the New York Stock Exchange LLC (``NYSE'' or 
``Exchange'') 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 
has designated the proposed rule change as constituting a ``non-
controversial'' rule change under Section 19(b)(3)(A)(iii) of the 
Act,\3\ and Rule 19b-4(f)(6) thereunder,\4\ which renders the proposal 
effective upon filing with the Commission. On August 21, 2006, the 
Exchange filed Amendment No. 1 to the proposed rule change.\5\ The 
Commission is publishing this notice to solicit comments on the 
proposed rule change from interested persons.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \4\ 17 CFR 240.19b-4(f)(6).
    \5\ In Amendment No. 1, the NYSE made clarifying changes to the 
Purpose Section of the Exchange's 19b-4 filing. See Amendment No. 1.
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The NYSE proposes to amend Section 102.01A of the NYSE's Listed 
Company Manual (the ``Manual'') to reduce its distribution requirements 
from 2,000 to 400 round lot U.S. holders for companies listing common 
equity securities in connection with an initial public offering 
(``IPO''), transfer or quotation. The text of the proposed rule change 
is available on the NYSE's Web site (http://www.nyse.com), at the 

NYSE'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. 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
    Section 102.01A of the Manual sets out minimum distribution 
requirements for size and volume that must be met in order for U.S. 
companies to list common equity securities. The Exchange proposes to 
amend Section 102.01A of the Manual to reduce its distribution 
requirements from 2,000 to 400 round lot U.S. holders for companies 
listing common equity securities in connection with an IPO, transfer or 
quotation. As amended, Section 102.01A of the Manual would continue to 
allow the Exchange to include all North American holders toward the 400 
round lot U.S. holder threshold under Section 102.01B when considering 
a listing application from a company organized under the laws of 
Canada, Mexico or the United States. In addition, all other financial 
standards included in the distribution requirements will remain the 
same.
    Generally speaking, U.S. companies that are listing equity 
securities in connection with an IPO, transfer or quotation must 
demonstrate that a security to be listed is held by a minimum of 2,000 
round lot U.S. holders.\6\ Under Section 102.01B, when considering a 
listing application from a company organized under the laws of Canada, 
Mexico or the United States, the Exchange will include all North 
American holders and North American trading volume in applying the 
minimum holder threshold.\7\ All U.S. companies listing common equity 
securities must also demonstrate that there are at least 1,100,000 
publicly held shares outstanding at the time of listing.
---------------------------------------------------------------------------

    \6\ A quotation is the listing of a foreign private issuer 
without a concurrent offering.
    \7\ The Exchange currently has a pilot program in effect that 
establishes a 400 round lot holder requirement for companies listing 
following emergence from bankruptcy or which are affiliated with 
listed companies. See Exchange Act Release No. 52887 (December 5, 
2005), 70 FR 73501 (December 12, 2005) (SR-NYSE-2005-82). The 
Exchange has filed a proposed rule change to extend this pilot (SR-
NYSE-2006-62).
---------------------------------------------------------------------------

    According to the Exchange, the current 2,000 round lot U.S. holder 
threshold was established several decades ago when the composition of 
the investor population was such that the Exchange anticipated that 
specialists might be called upon to play more of a role in providing 
necessary liquidity in its stocks. In the NYSE's view, the Exchange's 
current round lot holder requirement helped facilitate an environment 
in which there would be healthy liquidity in an issuer's stock 
independent of the specialist. Because both retail and institutional 
participation in the marketplace have grown tremendously over the last 
few decades, the Exchange now believes that it is less necessary to 
require such a large number of round lot holders. The Exchange notes 
that other U.S. markets currently require fewer round lot holders than 
the Exchange currently does, and that the Exchange has not had any 
negative experience with its current, albeit limited, pilot program.\8\ 
The Exchange notes that the reduced requirement meets the requirements 
set forth in Rule 3a51-1 under the Exchange Act.\9\
---------------------------------------------------------------------------

    \8\ See, e.g., Nasdaq Stock Market LLC Marketplace Rule 4420 
(requiring 400 round lot holders).
    \9\ 17 CFR 240.3a51-1.
---------------------------------------------------------------------------

2. Statutory Basis
    The Exchange believes that the basis under the Act for this 
proposed rule change, as amended, is the requirement under Section 
6(b)(5) \10\ that an exchange have rules that are designed to promote 
just and equitable principles of trade, to foster cooperation and 
coordination with persons engaged in regulating, clearing, settling, 
processing information with respect to, and facilitating transactions 
in securities, 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.
---------------------------------------------------------------------------

    \10\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

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

    The Exchange does not believe that the proposed rule change, as 
amended, will impose any burden on competition that is not necessary or 
appropriate in furtherance of the purposes of the Act.

[[Page 51260]]

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, as amended.

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

    Because the proposed rule change, as amended: (i) Does not 
significantly affect the protection of investors or the public 
interest; (ii) does not impose any significant burden on competition; 
and (iii) does not become operative for 30 days after the date of the 
filing, 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 effective pursuant to Section 
19(b)(3)(A) of the Act \11\ and Rule 19b-4(f)(6) thereunder.\12\
---------------------------------------------------------------------------

    \11\ 15 U.S.C. 78s(b)(3)(A).
    \12\ 17 CFR 240.19b-4(f)(6). Pursuant to Rule 19b-4(f)(6)(iii) 
under the Act, the Exchange is required to give the Commission 
written notice of its intent to file the proposed rule change, along 
with a brief description and text of the proposed rule change, at 
least five business days prior to the date of filing of the proposed 
rule change, or such shorter time as designated by the Commission. 
The Exchange has requested that the Commission waive the 5-day pre-
filing notice requirement. The Commission has determined to waive 
this requirement.
---------------------------------------------------------------------------

    A proposed rule change filed under Rule 19b-4(f)(6) \13\ normally 
does not become operative prior to thirty days after the date of 
filing. NYSE requests that the Commission waive the 30-day operative 
delay, as specified in Rule 19b-4(f)(6)(iii), and designate the 
proposed rule change to become operative immediately. The Commission 
hereby grants the request. The Commission believes that waiving the 30-
day operative delay is consistent with the protection of investors and 
the public interest because the extension will allow NYSE to have 
substantially similar distribution requirements to other Exchanges and 
does not unduly burden the marketplace.\14\ For these reasons, the 
Commission designates the proposed rule change, as amended, as 
effective and operative immediately.
---------------------------------------------------------------------------

    \13\ 17 CFR 240.19b-4(f)(6).
    \14\ For purposes only of waiving the operative delay for this 
proposal, the Commission has considered the proposed rule's impact 
on efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
---------------------------------------------------------------------------

    At any time within 60 days of the filing of the proposed rule 
change, as amended, the Commission may summarily abrogate such proposed 
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.\15\
---------------------------------------------------------------------------

    \15\ For purposes of calculating the 60-day period within which 
the Commission may summarily abrogate the proposed rule change, as 
amended, under Section 19(b)(3)(C) of the Act, the Commission 
considers the period to commence on August 21, 2006, the date on 
which the Exchange submitted Amendment No. 1. See 15 U.S.C. 
78s(b)(3)(C).
---------------------------------------------------------------------------

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 rule-comments@sec.gov. Please include 

File Number SR-NYSE-2006-64 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-NYSE-2006-64. 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 the 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-2006-64 and should be submitted on or before September 19, 
2006.

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\16\
---------------------------------------------------------------------------

    \16\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Nancy M. Morris,
Secretary.
 [FR Doc. E6-14307 Filed 8-28-06; 8:45 am]

BILLING CODE 8010-01-P
