

[Federal Register: December 28, 2006 (Volume 71, Number 249)]
[Notices]               
[Page 78249-78250]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr28de06-130]                         

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-54977; File No. SR-NYSE-2006-116]

 
Self-Regulatory Organizations; New York Stock Exchange LLC; 
Notice of Filing of Proposed Rule Change Relating to Amendment of 
Annual Report Timely Filing Requirements

December 20, 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 December 14, 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, II 
and III below, which Items have been substantially prepared by the 
Exchange. 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.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to amend Section 802.01E of its Listed 
Company Manual (``Manual'') to end as of December 31, 2007 the 
Exchange's discretion to continue the listing of certain companies that 
are twelve months late in filing their annual reports with the 
Commission. 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 NYSE included statements 
concerning the purpose of and basis for the proposed rule change and 
discussed any comments it received on the proposed rule change. The 
text of these statements may be examined at the places specified in 
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 the 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to amend Section 802.01E of the Manual to end 
as of December 31, 2007 the Exchange's discretion to continue the 
listing of certain companies that are twelve months late in filing 
their annual reports with the Commission.
    Section 802.01E of the Manual provides that if a company fails to 
timely file a periodic annual report with the Commission, the Exchange 
will monitor the company and the status of the filing. If the company 
fails to file the annual report within six months from the filing due 
date, the Exchange may, in its sole discretion, allow the company's 
securities to be traded for up to an additional six-month trading 
period depending on the company's specific circumstances; but in any 
event if the company does not file its periodic annual report by the 
end of the one year period (``Initial Twelve-Month Period''), the 
Exchange will begin suspension and delisting procedures in accordance 
with the procedures in Section 804.00 of the Manual.
    Section 802.01E states that, in certain unique circumstances, a 
listed company that is delayed in filing its annual report beyond the 
Initial Twelve-Month Period may have a position in the market (relating 
to both the nature of its business and its very large publicly-held 
market capitalization) such that its delisting from the Exchange would 
be significantly contrary to the national interest and the interests of 
public investors. In such a case, where the Exchange believes that the 
company remains suitable for listing given, among other factors,\3\ its 
relative financial health and compliance with the NYSE's quantitative 
and qualitative listing standards, and where there is a reasonable 
expectation that the company will be able to resume timely filings in 
the future, the Exchange may forebear, at its sole discretion, from 
commencing suspension and delisting, notwithstanding the company's 
failure to file within the time periods specified in Section 802.01E of 
the Manual.
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    \3\ See Section 802.01E of the Manual for a complete list of the 
factors which the Exchange must consider when determining whether to 
continue listing a company beyond the Initial Twelve-Month Period.
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    After discussions with the Commission staff, the Exchange has 
determined that it is unnecessary for the Exchange to retain the 
discretion to allow companies to continue listing beyond the Initial 
Twelve-Month Period after December 31, 2007. Therefore, under this 
proposed amendment, the Exchange's discretion to allow a company to 
continue listing beyond the Initial Twelve-Month Period set forth in 
Section 802.01E of the Manual shall expire on December 31, 2007. If, 
prior to December 31, 2007, the Exchange had determined to continue 
listing a company beyond the Initial Twelve-Month Period under the 
circumstances specified in Section 802.01E of the Manual as described 
above, and the company fails to file its periodic annual report by 
December 31, 2007, suspension and delisting procedures will commence in 
accordance with the procedures set out in Section 804.00 of the Manual.
2. Statutory Basis
    The Exchange believes that the proposal is consistent with Section

[[Page 78250]]

6(b)(5) \4\ of the Act, in particular, in that it is 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 a national market system 
and, in general, to protect investors and the public interest.
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    \4\ 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

    The Exchange did not solicit or receive any written comments with 
respect to 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 self-regulatory organization consents, the Commission will:
    A. By order approve the proposed rule change, or
    B. Institute proceedings to determine whether the proposed rule 
change should be disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. 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-2006-116 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-2006-116. 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-2006-116 and should be submitted on or before 
January 18, 2007.

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\5\
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    \17\ 17 CFR 200.30-3(a)(12).
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Florence E. Harmon,
Deputy Secretary.
 [FR Doc. E6-22201 Filed 12-27-06; 8:45 am]

BILLING CODE 8011-01-P
