
[Federal Register Volume 78, Number 96 (Friday, May 17, 2013)]
[Notices]
[Pages 29165-29186]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2013-11759]


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

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-69565; File No. SR-NYSE-2013-33]


Self-Regulatory Organizations; New York Stock Exchange LLC; 
Notice of Filing of Proposed Rule Change Proposing To: (i) Delete the 
Sections in the Listed Company Manual (the ``Manual'') Containing the 
Listing Application Materials (Including the Listing Application and 
the Listing Agreement) and Adopt Updated Listing Application Materials 
That Will Be Posted on the Exchange's Web Site; and (ii) Adopt as New 
Rules Certain Provisions That Are Currently Included in the Various 
Forms of Agreements That Are in the Manual, as Well as Some Additional 
New Rules That Make Explicit Existing Exchange Policies With Respect to 
Initial Listings

May 13, 2013.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby 
given that, on April 30, 2013, New York Stock Exchange LLC (the 
``Exchange'' or ``NYSE'') filed with the Securities and Exchange 
Commission (the ``Commission'') the proposed rule change as described 
in Items I, II, and III below, which Items have been prepared by the 
self-regulatory organization. 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\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------

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

    The Exchange proposes to: (i) Delete the sections in the Listed 
Company Manual (the ``Manual'') containing the listing application 
materials (including the listing application and the listing agreement) 
and adopt updated listing application materials that will be posted on 
the Exchange's Web site; and (ii) adopt as new rules certain provisions 
that are currently included in the various forms of agreements that are 
in the Manual, as well as some additional new rules that make explicit 
existing Exchange policies with respect to initial listings. The text 
of the proposed rule change is available on the Exchange's Web site at 
www.nyse.com, at the principal office of the Exchange, 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 self-regulatory organization 
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 those 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 parts 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: (i) delete the forms of documents 
required in connection with a listing from the Manual and eliminate 
requirements from those documents that are redundant or that no longer 
serve any regulatory purpose; and (ii) adopt as new rules certain 
provisions that are currently included in the various forms of 
agreements that are in the Manual, as well as some additional new rules 
that make explicit existing Exchange policies with respect to initial 
listings. In lieu of their inclusion in the Manual, the Exchange 
proposes to make all of the required documents (including the listing 
application and the listing agreement) available on its Web site 
(www.nyx.com).\4\ In the event that in the future the Exchange makes 
any substantive changes (including changes to the rights, duties, or 
obligations of the applicant or the Exchange, or that would otherwise 
require a rule filing) to those documents being removed from the 
Manual, it will submit a rule filing to the Securities and Exchange 
Commission (``SEC'') to obtain approval of such changes.\5\ The 
Exchange will maintain all historical versions of those documents on 
its Web site after changes have been made, so that it will be possible 
to review how each document has changed over time.
---------------------------------------------------------------------------

    \4\ The forms of all of the documents required in connection 
with a listing application as they will appear on the Exchange's Web 
site are included in Exhibit 3 to this filing. The Commission notes 
that Exhibit 3 is attached to the filing, not to this Notice. It has 
been a long-standing practice of the Exchange to post on its Web 
site the forms of the documents required to be submitted in 
connection with applications to list. After approval of this 
proposal the Exchange will continue that practice as before, but the 
forms of those documents will no longer be set forth in the Manual.
    \5\ The Exchange will not submit a rule filing if the changes 
made to a document are typographical or stylistic in nature.
---------------------------------------------------------------------------

    Part I of the rule filing includes a discussion of the proposed 
changes to the Manual on a section-by-section basis. Part II sets out 
the Exchange's proposed approach to each item included in the current 
forms of listing agreements for domestic companies and Part III sets 
out the Exchange's proposed approach to each item included in the 
current forms of listing agreements for foreign private issuers. Part 
IV sets forth the Exchange's proposed approach to each requirement in 
the current form of the original listing application. Finally, Part V 
sets forth the Exchange's proposed approach to the requirements in the 
forms of transfer agent and registrar agreements.
I. Proposed Changes to the Manual by Section
    The following is a discussion of the changes being made to the 
Manual on a section-by-section basis: \6\
---------------------------------------------------------------------------

    \6\ All rule references in this filing are to sections of the 
Manual unless otherwise specified. In addition to the changes 
discussed herein, the Exchange proposes to amend the following 
sections of the Manual to remove cross-references therein to 
sections that are proposed to be deleted or amended and to state 
that the required documents are on the Exchange's Web site or 
available from the Exchange upon request: Sections 102.01C(F) 
(Minimum Numerical Standards--Domestic Companies--Equity Listings); 
103.01B(C) (Minimum Numerical Standards Non-U.S. Companies Equity 
Listings); 103.04 (Sponsored American Depository Receipts or Shares 
(``ADRS'')); 204.00(B) (Notice to and Filings with the Exchange); 
204.04 (Business Purpose Changed); 204.13 (Form or Nature of Listed 
Securities Changed); 204.18 (Name Change); and 204.23 (Rights or 
Privileges of Listed Security Changed Last Modified: 8/21/2006).

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

[[Page 29166]]

Amendments to Sections 102.01C and 103.01B
    Sections 102.01C and 103.01B permit companies to make certain 
adjustments to their reported financial information for purposes of 
complying with the Exchange's initial quantitative listing standards. 
This adjusted financial data is required to be included as part of the 
company's listing application. The Exchange proposes to amend each of 
these sections to remove a cross-reference to the listing application 
in Section 702.04 and to state that the form of listing application and 
information regarding supporting documents required in connection with 
adjustments to historical financial data are available on the 
Exchange's Web site or from the Exchange upon request.
Amendment to Sections 103.04--Sponsored American Depository Receipts or 
Shares (``ADRs'')
    Section 103.04 contains requirements for companies listing American 
Depositary Receipts (``ADRs''). The Exchange proposes to delete a 
cross-reference to the listing agreements in Section 901.00 and to add 
a statement that the form of listing agreement and information 
regarding supporting documents required in connection with listing ADRs 
are available on the Exchange's Web site or from the Exchange upon 
request.
Addition of Section 104.00--Confidential Review of Eligibility
    The Exchange proposes to add a new Section 104.00 to describe the 
free confidential review of the eligibility for listing undertaken by 
the Exchange of any company that (i) requests such a review and (ii) 
provides the documents listed in Section 104.01 (for domestic 
companies) or Section 104.02 (for non-U.S. companies). A company may 
submit an original listing application only after it has been cleared 
to do so by the Exchange after completion of a confidential eligibility 
review.
Amendment to Section 104.01--Domestic Companies
    The Exchange proposes to amend Section 104.01 to delete the 
requirement to certify the copy of the applicant's charter and by-laws 
provided in connection with a confidential eligibility review, as the 
certification is not necessary for such review. The Exchange proposes 
to modify the provision specifying that it will review specimen bond or 
stock certificates by inserting the words ``if any'' at the end of the 
provision, as not all listed securities are certificated and the 
provision will therefore not always be applicable.\7\ In addition, the 
Exchange proposes to add a statement that the form of listing 
application and information regarding supporting documents are 
available on the Exchange's Web site or from the Exchange upon request.
---------------------------------------------------------------------------

    \7\ The Exchange's requirements with respect to the form and 
content of stock certificates are set forth in Section 501.01 of the 
Manual and those with respect to bond certificates are set forth in 
Section 501.02.
---------------------------------------------------------------------------

Amendment to Section 104.02--Non-U.S. Companies
    The Exchange proposes to amend Section 104.02 to state that an 
applicant seeking a confidential eligibility review should provide a 
copy of its charter and by-laws ``or equivalent constitutional 
documents,'' in recognition of the fact that in a number of countries 
constitutional documents are not in the form of charters or by-laws. At 
the same time, the Exchange proposes to delete the requirement that the 
copy provided be certified, as the certification is not necessary for 
such review. The Exchange proposes to modify the provision specifying 
that it will review specimens of certificates traded or to be traded in 
the U.S. market by inserting the words ``if any'' at the end of the 
provision, as not all listed securities are certificated and the 
provision will therefore not always be applicable. The Exchange also 
proposes to delete the requirement to provide worldwide and U.S. stock 
distribution schedules. The stock distribution schedule requirement is 
obsolete because the Exchange obtains the distribution information it 
needs from the applicant's transfer agent. In addition, the Exchange 
proposes to add a statement that the form of listing application and 
information regarding supporting documents are available on the 
Exchange's Web site or from the Exchange upon request.
Proposed Section 107.00--Financial Disclosure and Other Information 
Requirements
    The Exchange proposes to include in the Manual a new Section 107.00 
(``Financial Disclosure and Other Information Requirements'') as 
follows:
     Section 107.01 (Auditing Standards) A company's 
qualification to list will be determined on the basis of financial 
statements that are either: (i) prepared in accordance with U.S. 
generally accepted accounting principles; or (ii) reconciled to U.S. 
generally accepted accounting principles as required by the SEC's 
rules; or (iii) prepared in accordance with International Financial 
Reporting Standards, as issued by the International Accounting 
Standards Board, for Companies that are permitted to file financial 
statements using those standards consistent with the SEC's rules.
     Section 107.02 (Auditor Registration) Each company 
applying for initial listing must be audited by an independent public 
accountant that is registered as a public accounting firm with the 
Public Company Accounting Oversight Board, as provided for in Section 
102 of the Sarbanes-Oxley Act of 2002.\8\
---------------------------------------------------------------------------

    \8\ 15 U.S.C. 7212.
---------------------------------------------------------------------------

     Section 107.03 (SEC Compliance) No security shall be 
approved for listing if the issuer has not for the 12 months 
immediately preceding the date of listing filed on a timely basis all 
periodic reports required to be filed with the SEC or Other Regulatory 
Authority or the security is suspended from trading by the SEC pursuant 
to Section 12(k) of the Exchange Act. ``Other Regulatory Authority'' 
means: (i) in the case of a bank or savings authority identified in 
Section 12(i) of the Exchange Act, the agency vested with authority to 
enforce the provisions of Section 12 of the Exchange Act; or (ii) in 
the case of an insurance company that is subject to an exemption issued 
by the SEC that permits the listing of the security, notwithstanding 
its failure to be registered pursuant to section 12(b), the 
Commissioner of Insurance (or other officer or agency performing a 
similar function) of its domiciliary state.
     Section 107.04 (Exchange Information Requests) The 
Exchange may request any information or documentation, public or non-
public, deemed necessary to make a determination regarding a security's 
initial listing, including, but not limited to, any material provided 
to or received from the SEC or Other Regulatory Authority (as defined 
in Section 107.03). A company's security may be denied listing if the 
company fails to provide such information within a reasonable period of 
time or if any communication to the Exchange contains a material 
misrepresentation or omits material information necessary to make the 
communication to the Exchange not misleading.
    While the Exchange's historical and current practice has been to 
impose all of the foregoing requirements as a

[[Page 29167]]

matter of practice, it believes that the transparency of having these 
policies stated explicitly in the Manual will be helpful.
Amendments to Sections 204.00--Notice to and Filings With the Exchange, 
204.04--Business Purpose Changed, 204.13--Form or Nature of Listed 
Securities Changed, 204.18--Name Change, and 204.23--Rights or 
Privileges of Listed Security Changed
    The Exchange proposes to amend Sections 204.00, 204.04, 204.13, 
204.18 and 204.23 to delete cross-references therein to sections of the 
Manual relating to the listing application and listing agreements and 
to replace such cross-references with a statement that the form of 
listing application and information regarding supporting documents 
required in connection with the listing application are available on 
the Exchange's Web site or from the Exchange upon request.
Amendment to Section 311.01--Publicity and Notice to the Exchange of 
Redemption
    The Exchange proposes to delete from the forms of listing 
agreements for domestic and non-U.S. companies a provision that 
requires partial redemptions of listed securities to be either pro rata 
or by round lot. In lieu of those provisions, the Exchange proposes to 
amend Section 311.01 to impose an identical requirement.
Amendments to Sections 501.01--Stock Certificates and 501.02--Bond 
Certificates
    The Exchange proposes to delete from the forms of listing 
agreements for domestic and non-U.S. companies a provision that 
requires listed companies to issue new certificates for listed 
securities replacing lost ones upon notification of loss of the 
original certificate and receipt of proper indemnity. In lieu of those 
provisions, the Exchange proposes to amend Section 501.01 to include an 
identical requirement.
    The Exchange proposes to delete from the forms of listing 
agreements for domestic and non-U.S. companies a provision that 
provides that, in the event of the issuance of any duplicate bond to 
replace a bond which has been alleged to be lost, stolen or destroyed 
and the subsequent appearance of the original bond in the hands of an 
innocent bondholder, either the original or the duplicate bond must be 
taken up and cancelled and the issuer must deliver to such holder 
another bond theretofore issued and outstanding. In lieu of those 
provisions, the Exchange proposes to amend Section 501.02 to include an 
identical requirement.
Section 601.00 et seq.--Services To Be Provided by Transfer Agents and 
Registrars and Sections 906.01-906.03.--Agreements of Transfer Agents 
and Registrars With the Exchange
    In its revised listing agreement, as described in Parts II and III 
below, the Exchange has included an explicit agreement by the applicant 
issuer to abide by the transfer agent and registrar requirements set 
forth in Section 601.00 of the Manual et seq. In light of that 
requirement in the proposed listing agreement and the explicit 
requirements of Section 601.00 et seq., the Exchange proposes to no 
longer require the execution of the forms of transfer agent and 
registrar agreements currently set forth in Sections 906.01, 906.02 and 
906.03 of the Manual. The Exchange notes that neither NASDAQ nor NYSE 
MKT requires similar agreements. As described in Part V below, the 
Exchange proposes to add to Section 601.01 certain requirements set 
forth in the transfer agent and registrar agreements that are not 
currently embodied in any other rule. In addition to deleting Sections 
906.01, 906.02 and 906.03, the Exchange proposes to delete the 
references to those agreements in Section 601.01 and an erroneous 
reference in Section 601.01(B) to Section 906.04, which does not 
exist.\9\ The Exchange proposes to delete Section 601.03 in its 
entirety, as it relates solely to the forms of transfer agent and 
registrar agreements which the Exchange is proposing to eliminate.
---------------------------------------------------------------------------

    \9\ The reference to Section 906.04 is included as a 
parenthetical after a reference to the ``Transfer Agent-Registrar 
Agreement Type A'' in Section 601.01 (B) and to the ``Transfer 
Agent-Registrar Agreement Type B'' in Section 601.01 (C), which are 
actually included in Section 906.03. The Exchange therefore believes 
that the erroneous references to Section 906.04 should have instead 
referred to Section 906.03.
---------------------------------------------------------------------------

Modification to Section 701.02--Listing Fees
    The Exchange proposes to modify the reference to Section 902.02 in 
Section 701.02 so that it will refer to the correct current title of 
Section 902.02, ``General Information on Fees.''
Amendment to Section 702.00--Original Listing Application Securities of 
Other Than Debt Securities
    The Exchange proposes to amend Section 702.00 (Original Listing 
Application Securities of Other than Debt Securities) to replace the 
general information currently in that section with a general outline of 
the listing process which will be more informative for listing 
applicants.
Section 702.00 will be renamed ``Original Listing Application for 
Securities of an Issuer Which Does Not at the Time of Application Have 
any Other Securities Listed On the Exchange.'' The following is a 
description of the listing process as set forth in Section 702.00 as 
amended:
    If a company wishes to list a class of securities (including common 
equity securities) but does not at the time of application have any 
other class of securities listed on the Exchange, the company must 
first seek a free confidential review of listing eligibility as set 
forth in Section 104.00. If, upon completion of this free confidential 
review, the Exchange determines that a company is eligible for listing, 
the Exchange will notify that company in writing (the ``clearance 
letter'') that it has been cleared to submit an original listing 
application. A clearance letter is valid for nine months from its date 
of issuance. If a company does not list within that nine month period 
and wishes to list thereafter, the Exchange will perform another 
confidential listing eligibility review as a condition to the issuance 
of a new clearance letter.
    After receiving a clearance letter, a company choosing to list must 
file an original listing application. The original listing application 
and other required supporting documents can be found on www.nyx.com. A 
company should submit drafts of the original listing application and 
other required documents as far in advance as possible of the time it 
seeks Exchange authorization of its application. In the case of 
documents which by their nature cannot be completed until close to the 
listing date, the Exchange will authorize an application upon the 
condition that a company submits the supporting documents as soon as 
available, but, in any event, before the listing date. Prior to the 
listing date, the company's securities will be allocated to a 
Designated Market Maker pursuant to the Exchange's Allocation Policy. 
The company's Exchange representative will provide a copy of the 
Allocation Policy to the company.
    Section 902.03 hereof requires certain categories of listing 
applicants to pay an Initial Application Fee as a prior condition to 
receipt of eligibility clearance. Promptly after making a determination 
that a company is eligible to list but subject to payment of the 
Initial Application Fee, the Exchange shall inform such company in 
writing that it is entitled to receive a clearance letter upon payment 
of the applicable

[[Page 29168]]

Initial Application Fee.\10\ Applicants that are not subject to the 
Initial Application Fee will not receive any similar notification, but 
rather will receive a clearance letter promptly after the Exchange has 
made an eligibility determination.
---------------------------------------------------------------------------

    \10\ The purpose of this notification is to assure any such 
company that it will not have to pay a non-refundable Initial 
Application Fee subject to any risk that it will not subsequently 
receive a clearance letter.
---------------------------------------------------------------------------

    In addition to applying to the Exchange, a company must, prior to 
the listing date, register its securities with the SEC under the 
Exchange Act (unless securities are exempt from the registration 
requirement). When the Exchange approves securities for listing and 
receives a company's Exchange Act registration statement, it will 
certify such approval to the SEC. (See Section 702.01 (Registration 
under the Securities Exchange Act of 1934).)
    The Exchange proposes to delete from the Manual Sections 702.01 
(Introduction), 702.02 (Timetable for Original Listing of Securities 
Other than Debt Securities), 702.03 (Submission of Listing 
Application), 702.04 (Supporting Documents) and 702.05 (Printing of 
Application).
    Section 702.01 describes the listing application as historically 
used, which was not on a set form and required companies to provide a 
narrative of the information relevant to the particular issue. The 
listing application form used going forward will be in the form of a 
questionnaire and the Exchange will not require the sort of narrative 
that was historically included in the listing application, as this 
information is typically all readily available in the company's SEC 
filings, as discussed in Parts II and III below. Section 702.02 is 
being eliminated because the timeline provided in that section is very 
approximate and does not necessarily bear any relation to the listing 
experience of any individual company. As such, the Exchange believes it 
is of limited practical value.
    The Exchange proposes to eliminate Section 702.03 (Submission of 
Listing Application), as the Exchange's requirements with respect to 
the submission of copies of the listing application will be set forth 
in detail in listing checklists posted on the Exchange's Web site. The 
Exchange also proposes to delete Section 702.04 (Supporting Documents). 
To the extent that the documents described in Section 702.04 continue 
to be relevant to the listing process, the Exchange will request them 
from issuers pursuant to the listing application checklists described 
above.
    The following is the list of supporting documents required by 
Section 702.04 in its current form and a discussion of whether each 
individual document will continue to be required and, if not, why not:
    Signed Application: The Exchange will continue to require copies of 
the signed application but will require two signed copies of the 
application going forward rather than the signed copy and five 
conformed copies specified in Section 702.04, as Exchange staff only 
require two copies for internal record keeping purposes.
    Charter and By-Laws: The charter and by-laws will continue to be 
required. The Exchange proposes to no longer require that the copies 
provided be certified, as the certification is not necessary for its 
review.
    Resolutions: The Exchange will continue to require copies of the 
applicable board resolutions, although they will no longer need to be 
certified, as certification is not necessary to the Exchange's review.
    Opinions of Counsel/Certificate of Good Standing: These documents 
will continue to be required.
    Stock Distribution Schedule: The Exchange proposes to eliminate the 
stock distribution schedule requirement. The stock distribution 
schedule requirement is obsolete because the Exchange obtains the 
distribution information it needs from the applicant's public filings 
and from its transfer agent.
    Certificate of Transfer Agent/Certificate of Registrar: The 
Exchange proposes to no longer require these documents, as the 
information the Exchange needs about the applicant's outstanding shares 
is available in its prospectus or periodic SEC reports, as well as the 
report of the applicant's outstanding shares that will be required to 
be delivered to the Exchange once a quarter after listing.
    Notice of Availability of Stock Certificates: The Exchange proposes 
to no longer require this document as all transactions in listed 
securities in the national market system are conducted electronically 
through DTCC.
    Specimens of the Securities for Which Listing Application is Made: 
The Exchange proposes to continue to require copies of specimen 
certificates, if any.
    Public Authority Certificate: The Exchange proposes to continue to 
require public authority certificates, where applicable.
    Prospectus: The Exchange does not propose to continue to require 
applicants to provide copies of their final prospectuses, as they are 
publicly available on the SEC's Web site.
    Financial Statements: The Exchange does not propose to continue to 
require applicants to provide copies of their financial statements, as 
they are included in the applicant's SEC filings which are publicly 
available on the SEC's Web site.
    Adjustments to Historical Financial Data: The Exchange proposes to 
continue to require companies to provide as part of their application 
copies of any adjusted financial data used in connection with the 
financial qualification for listing of the applicant.
    Listing Agreement: The Exchange proposes to require the applicable 
form of proposed revised listing agreement as set forth elsewhere in 
this filing.
    Memorandum with Respect to Unpaid Dividends, Unsettled Rights and 
Record Dates: The Exchange proposes to no longer require this document, 
as all of the required information is included in the proposed revised 
listing application included in Exhibit 3 hereto.\11\
---------------------------------------------------------------------------

    \11\ The Commission notes that Exhibit 3 is attached to the 
filing, not to this Notice.
---------------------------------------------------------------------------

    Registration form under the Securities Exchange Act of 1934: The 
Exchange proposes to continue to require applicants to supply this 
document.
    The second paragraph of Section 702.04 requires applicants to 
provide required documents at least one week prior to listing or, if 
this is not possible because of the nature of the document in question, 
as soon as practicable thereafter, but in any event prior to the first 
day of trading subject to the Exchange's conditional listing approval. 
As set forth above, similar requirements will be included in Section 
702.00 as amended. Section 702.00 as amended will provide that 
documents should be provided to the Exchange as far in advance of when 
the company seeks authorization of its application as possible.
    The Exchange proposes to delete Section 702.05 (Printing of 
Application). The Exchange has not distributed printed copies of 
approved listing applications for many years and, consequently, the 
discussion of the printing and distribution of applications in Section 
702.05 has no current relevance. The listing application in its current 
form requires issuers to provide significant amounts of disclosure 
about the issuer's business and financial condition and market 
participants needed copies of applications to obtain access to that 
information. The listing application has lost its relevance as a 
disclosure document in recent decades due to the development of the 
SEC's

[[Page 29169]]

own comprehensive disclosure system. Market participants now rely on a 
company's SEC filings as a comprehensive source of information about 
the applicant company and they no longer need to receive copies of a 
company's listing application for that purpose.
    Section 702.06 (Registration under the Securities Exchange Act of 
1934) will be renumbered as Section 702.01.
Amendment to 703.00--Subsequent Listing Applications and Debt 
Securities Applications
    The Exchange proposes to amend Section 703.00 by modifying 
subsections 703.01 through 703.14, each of which relates to the filing 
of supplemental listing applications in different circumstances and in 
relation to different types of securities. In each case, the subsection 
will be amended to delete references to the form of supplemental 
listing application set forth in Section 903.02 and also the lists of 
documents required to be submitted in connection with the relevant 
supplemental listing application. Instead, each applicable subsection 
of Section 703.00 will state that the form of listing application and 
information regarding supporting documents required in connection with 
supplemental listing applications and debt securities applications are 
available on the Exchange's Web site or from the Exchange upon request.
    Section 703.01 Part 1(A) currently states that the application must 
be in the form of a memo from the company. This statement is modified 
to instead provide that the applicable forms of listing applications 
and information regarding supporting documents required in connection 
with supplemental listing applications and debt securities applications 
are available on the Exchange's Web site or from the Exchange upon 
request.
    Section 703.01 Part 2(B) currently provides that four signed 
typewritten copies of the supplemental listing application must be 
provided to the Exchange. The Exchange currently needs only two signed 
copies and its needs may change over time. Therefore the Exchange 
proposes to amend this provision so that it will state that information 
about the number of required copies of the application can be found on 
the Exchange's Web site or will be provided by Exchange staff upon 
request.
    The Exchange proposes to amend Section 703.02 Part 1(B) to remove 
an obsolete reference to the Exchange's weekly bulletin, which is no 
longer distributed.
    The Exchange proposes to amend a reference in Section 703.02 (part 
2) (Stock Split/Stock Rights/Stock Dividend Listing Process) of the 
Manual to the form of due-bill agreement as currently set forth in 
Section 904.05 so that it will refer to Section 904.02 to reflect the 
proposed renumbering described below.
Proposed Amendment to Section 802.01D--Other Criteria
    Section 802.01D of the Manual sets forth non-quantitative bases on 
which the Exchange may make a determination to delist a company when it 
deems such action to be appropriate. The Exchange proposes to add to 
this section a provision explicitly providing that the Exchange may 
delist a company for a breach of the terms of its listing agreement. 
While Section 802.01D already provides broad discretion to the Exchange 
to delist a company when its continued listing is deemed inadvisable, 
the Exchange believes that a violation of the terms of a company's 
listing agreement may in certain circumstances be of such a serious 
nature that it should result in a delisting and that it is desirable to 
make that possibility explicit in the rule.
    The Exchange also proposes to correct typographical errors in 
Section 802.01D by replacing colons with semi-colons in the list of 
possible defects in an audit opinion that may be a basis for delisting.
Section 901.00--Listing Agreements
    Section 901.00 sets forth the following agreements that are 
required for listing on the Exchange:

901.01--Listing Agreement for Domestic Companies
901.02--Listing Agreement for Foreign Private Issuers
901.03--Listing Agreement for Depositary of a Foreign Private Issuer
901.04--For Japanese Companies--Free Share Distribution Understanding
901.05--Listing Agreement for Voting Trusts

    As the Exchange has amended the Manual over time, the forms of 
listing agreements have not always been amended to reflect changes made 
to the underlying listing requirements. Certain provisions of the 
listing agreements also reflect practices at the Exchange and in the 
securities markets generally that are no longer prevalent, such as the 
transfer of physical securities in Exchange transactions rather than 
the contemporary system of book entry transfer through the Depository 
Trust & Clearing Corporation (``DTCC''). Consequently, there are 
provisions in the listing agreements that are obsolete.
    The Exchange proposes to remove from the Manual each of the 
agreements set forth in Sections 901.01 through 901.05. Revised 
versions of the agreements will be posted on the Exchange's Web site. 
These revised versions will be streamlined to remove obsolete 
provisions and those provisions that are duplicative of requirements 
included elsewhere in the Manual. The Exchange believes that this 
approach is consistent with the practice of other national securities 
exchanges, including NASDAQ and NYSE MKT.
    The Exchange's proposed approach to each item included in the 
current forms of listing agreements for domestic companies and foreign 
private issuers in Sections 901.01 and 901.02 is set out in Parts II 
and III below.
    The Exchange proposes to delete from the Manual each of the listing 
agreement for the depositary of a foreign private issuer set forth in 
Section 901.03, the Free Share Distribution Agreement for Japanese 
companies in Section 901.04 and the Listing Agreement for Voting Trusts 
set forth in Section 901.05. However, the current forms of those 
agreements, as currently set forth in Sections 901.03, 901.04 and 
901.05, will be available on the Exchange's Web site at www.nyx.com and 
will continue to be used where applicable.
Section 902.01--Listed Securities Fee Agreement
    The Exchange proposes to eliminate the Listing Securities Fee 
Agreement as an agreement to pay all applicable fees is included as 
part of the proposed amended listing agreement. Accordingly Section 
902.01 of the Manual will be deleted in its entirety.
Section 903.00--Listing Applications
    The Exchange proposes to delete from the Manual the form of 
original listing application contained in Section 903.01 and the form 
of supplemental listing application contained in Section 903.02. 
Accordingly, Sections 903.01 and 903.02 will be deleted from the Manual 
in their entirety. In addition, Section 903.00, which provides a 
summary of the current contents of Sections 903.01 and 903.02, will be 
deleted in its entirety. A revised form of the original listing 
application and the existing forms of the supplemental listing 
applications for various types of issuance as currently set forth in 
Section 903.02 (which are not being revised at this time) will be 
provided on the Exchange's Web site. A fuller discussion of the 
proposed changes to the form of original listing application is 
included in Part IV below.

[[Page 29170]]

Section 904.00--Other Forms
    The Exchange proposes to delete from the Manual Sections 904.01 
(Stock Distribution Schedule) and 904.02 (Unpaid Dividends, Unsettled 
Rights, and Record Dates--Memorandum). Section 904.03 (``Due Bill'' 
Form Letter) will be renumbered as Section 904.01. Section 904.04 
(Foreign Currency Warrants and Currency Index Warrants and Stock Index 
Warrants Membership Circular) will be renumbered as Section 904.02.
    The Stock Distribution Schedule in Section 904.01 is obsolete 
because the Exchange obtains the distribution information it needs from 
the company's transfer agent. The Exchange notes that the only 
information it needs for purposes of determining the company's 
compliance with Exchange distribution requirements is the number of 
round lot holders. Information about how many holders there are of 
different ranges of numbers of shares, the 10 largest holdings, and the 
geographical distribution of stockholders, is not relevant to any 
Exchange listing requirement.
    The Exchange proposes to require applicants to provide in the 
revised form of original listing application the information required 
by the memorandum currently set forth in Section 904.02.\12\
---------------------------------------------------------------------------

    \12\ See Section II.A of the proposed form of listing 
application set forth in Exhibit 3 hereto.
---------------------------------------------------------------------------

II. Listing Agreement for Domestic Companies
    The following sets forth each of the requirements included in the 
current form of listing agreement for domestic companies currently set 
forth in Section 901.01 of the Manual and the Exchange's proposed 
approach to each item upon adoption of its new form of listing 
agreement. Also set forth are the requirements that would be in the 
proposed amended listing agreement for domestic companies.
Section I
    1. The Corporation will promptly notify the Exchange of any change 
in the general character or nature of its business.
     The Exchange proposes to delete this requirement as it is 
identical to Section 204.19 of the Manual.
    2. The Corporation will promptly notify the Exchange of any changes 
of officers or directors.
     The Exchange proposes to delete this requirement as it is 
identical to Section 204.10 of the Manual.
    3. The Corporation will promptly notify the Exchange in the event 
that it or any company controlled by it shall dispose of any property 
or of any stock interest in any of its subsidiary or controlled 
companies, if such disposal will materially affect the financial 
position of the Corporation or the nature or extent of its operations.
     The Exchange proposes to delete this requirement as it is 
identical to Section 204.11 of the Manual.
    4. The Corporation will promptly notify the Exchange of any change 
in, or removal of, collateral deposited under any mortgage or trust 
indenture, under which securities of the Corporation listed on the 
Exchange have been issued.
     The Exchange proposes to delete this requirement as it is 
identical to Section 204.07 of the Manual.
    5. The Corporation will:
    a. File with the Exchange four copies of all material mailed by the 
Corporation to its stockholders with respect to any amendment or 
proposed amendment to its Certificate of Incorporation.
     Section 204.00(B) of the Manual requires companies to 
promptly provide to the Exchange one hard copy of any notice to 
shareholders with respect to any proposed amendments to the company's 
charter, as well as a certified copy of the amended charter along with 
a letter of transmittal indicating the sections amended since the 
previous filing of amendments or amended documents, following the date 
that such notice is given or the charter is amended. Section 204.00(B) 
requires companies to follow a similar procedure with respect to 
resolutions of the Board of Directors, or any certificate or other 
document, having the effect of an amendment to the charter or by-laws. 
The requirements of Section 204.00(B) serve the Exchange's needs with 
respect to charter amendments, in particular because all material used 
in soliciting shareholders' votes in connection with any charter 
amendment must be filed with the SEC and are readily accessible by the 
NYSE's staff on the SEC Web site. In addition, Section 402.01 of the 
Manual requires listed companies to file with the Exchange six 
definitive copies of the proxy material (together with proxy card) not 
later than the date on which such material is sent, or given, to any 
security holders. The Exchange notes that compliance with Section 
402.01 fulfills the company's obligation under Exchange Act Rule 14a-
6(c) to file with the Exchange three copies of all materials mailed to 
shareholders in connection with a proxy solicitation. Consequently, the 
Exchange proposes to eliminate this section of the listing agreement.
    b. File with the Exchange a copy of any amendment to its 
Certificate of Incorporation, or resolution of Directors in the nature 
of an amendment, certified by the Secretary of the state of 
incorporation, as soon as such amendment or resolution shall have been 
filed in the appropriate state office.
     Section 204.00(B) of the Manual requires companies to 
provide to the Exchange a certified copy of the amended charter. 
Consequently, the Exchange proposes to eliminate this section of the 
listing agreement.
    c. File with the Exchange a copy of any amendment to its By-Laws, 
certified by a duly authorized officer of the Corporation, as soon as 
such amendment shall have become effective.
     The Exchange proposes to delete this requirement as it is 
duplicative of Section 204.00(B) of the Manual, which requires 
companies to file with the Exchange copies of any amendments to their 
by-laws.
    6. The Corporation will disclose in its annual report to 
shareholders, for the year covered by the report: (1) The number of 
shares of its stock issuable under outstanding options at the beginning 
of the year; separate totals of changes in the number of shares of its 
stock under option resulting from issuance, exercise, expiration or 
cancellation of options; and the number of shares issuable under 
outstanding options at the close of the year, (2) the number of 
unoptioned shares available at the beginning and at the close of the 
year for the granting of options under an option plan, and (3) any 
changes in the exercise price of outstanding options, through 
cancellation and reissuance or otherwise, except price changes 
resulting from the normal operation of anti-dilution provisions of the 
options.
     The Exchange proposes to delete this section, as the SEC 
previously approved the elimination of a similar requirement in Section 
703.09 of the Manual on the basis that the SEC's own rules provided for 
comprehensive disclosure regarding options.\13\
---------------------------------------------------------------------------

    \13\ See Securities Exchange Act Release No. 54344 (August 21, 
2006), 71 FR 51260 (August 29, 2006) (SR-NYSE-2005-68).
---------------------------------------------------------------------------

    7. The Corporation will report to the Exchange, within ten days 
after the close of a fiscal quarter, in the event any previously issued 
shares of any stock of the Corporation listed on the Exchange have been 
reacquired or disposed of, directly or indirectly, for the account of 
the Corporation during such fiscal quarter, such report showing 
separate totals for acquisitions and dispositions and the number of 
shares of such stock so held by it at the end of such quarter.

[[Page 29171]]

     The Exchange proposes to delete this requirement as it is 
identical to Section 204.25 of the Manual.
    8. The Corporation will promptly notify the Exchange of all facts 
relating to the purchase, direct or indirect, of any of its securities 
listed on the Exchange at a price in excess of the market price of such 
security prevailing on the Exchange at the time of such purchase.
     Exchange rules have not prohibited off-board trading for 
many years. NYSE Regulation, Inc. (``NYSE Regulation'') conducts a 
variety of surveillances based on trading on the NYSE to detect 
potentially manipulative trading activity in Exchange listed 
securities, as well as other violative activity. NYSE Regulation 
investigates alerts triggered by its surveillances and, if warranted, 
either (i) initiates regulatory action against the responsible member 
or member organization or (ii) refers to the matter to the SEC if the 
responsible market participant is not subject to the Exchange's 
jurisdiction. It is our understanding that other market centers that 
offer trading in NYSE listed securities pursuant to unlisted trading 
privileges also conduct surveillance of trading on their markets. NYSE 
Regulation relies on its regulatory surveillance program to monitor 
trading in listed securities, rather than on reporting by the companies 
themselves, and believes that its surveillance program is adequate for 
that purpose. Of course, any complaints or inquiries by listed 
companies or others are thoroughly investigated by NYSE Regulation, 
which takes action if violative activity is identified. In addition, 
Regulation NMS and the order protection rules of the Exchange and other 
market centers are designed to assure that orders are not executed 
outside the prevailing market, subject to certain exceptions. With 
respect to a listed company's purchases of its own securities, SEC Rule 
10b-18 provides a safe harbor for such purchases that meet the 
conditions set forth in that rule and companies are required to report 
all purchases of their own securities pursuant to Item 703 of 
Regulation S-K.
    Consequently, the Exchange has for some time not required companies 
to comply with the requirement to inform the Exchange about any share 
purchases at prices in excess of the market price on the Exchange and 
therefore proposes to delete this provision, as the Exchange believes 
that the regulatory concerns originally underpinning this requirement 
are now more appropriately addressed through its regulatory 
surveillance program and SEC rules and reporting requirements.
    9. The Corporation will not select any of its securities listed on 
the Exchange for redemption otherwise than by lot or pro rata, and will 
not set a redemption date earlier than fifteen days after the date 
corporate action is taken to authorize the redemption.
     The Exchange proposes to delete this requirement. The 
fifteen days [sic] notice of a date set for partial redemptions is 
included in Sections 204.22 and 311.01 of the Manual. The Exchange 
proposes to amend Section 311.01 to include the requirement that 
redemptions of listed securities must be pro rata or by lot.
    10. The Corporation will promptly notify the Exchange of any 
corporate action which will result in the redemption, cancellation or 
retirement, in whole or in part, of any of its securities listed on the 
Exchange, and will notify the Exchange as soon as the Corporation has 
notice of any other action which will result in any such redemption, 
cancellation or retirement.
     The Exchange proposes to delete this requirement as it is 
duplicative of Section 204.22 of the Manual.
    11. The Corporation will promptly notify the Exchange of action 
taken to fix a stockholders' record date, or to close the transfer 
books, for any purpose, and will take such action at such time as will 
permit giving the Exchange at least ten days' notice in advance of such 
record date or closing of the books.
     The Exchange proposes to delete this requirement as it is 
duplicative of the notice requirements contained in Sections 204.06, 
204.17, 204.21 and 401.02 of the Manual. The Exchange notes that it 
reminds listed companies of its notice requirements in a letter sent 
annually to all listed companies and that the notice requirements are 
also included in the ``Guide to Requirements for Submitting Data to the 
Exchange'' which is included as part of the introductory material in 
the Manual.
    12. In case the securities to be listed are in temporary form, the 
Corporation agrees to order permanent engraved securities within thirty 
days after the date of listing.
     The Exchange proposes to delete this provision, as all 
securities traded through the facilities of the Exchange are now traded 
electronically, so requirements with respect to securities certificates 
are no longer relevant.
    13. The Corporation will furnish to the Exchange on demand such 
information concerning the Corporation as the Exchange may reasonably 
require.
     The Exchange proposes to retain this provision in its 
revised form of listing agreement and in proposed new Section 107.04.
    14. The Corporation will not make any change in the form or nature 
of any of its securities listed on the Exchange, nor in the rights or 
privileges of the holders thereof, without having given twenty days' 
prior notice to the Exchange of the proposed change, and having made 
application for the listing of the securities as changed if the 
Exchange shall so require.
     The Exchange proposes to delete this requirement as it is 
duplicative of Section 204.13 of the Manual.
    15. The Corporation will make available to the Exchange, upon 
request, the names of member firms of the Exchange which are registered 
owners of stock of the Corporation listed on the Exchange if at any 
time the need for such stock for loaning purposes on the Exchange 
should develop, and in addition, if found necessary, will use its best 
efforts with any known large holders to make reasonable amounts of such 
stock available for such purposes in accordance with the rules of the 
Exchange.
     The Exchange proposes to delete this requirement, as it is 
not reflective of current Exchange practices.
    16. The Corporation will promptly notify the Exchange of any 
diminution in the supply of stock available for the market occasioned 
by deposit of stock under voting trust agreements or other deposit 
agreements, if knowledge of any such actual or proposed deposits should 
come to the official attention of the officers or directors of the 
Corporation.
     The Exchange proposes to delete this requirement as it is 
duplicative of Section 204.09 of the Manual.
    17. The Corporation will make application to the Exchange for the 
listing of additional amounts of securities listed on the Exchange 
sufficiently prior to the issuance thereof to permit action in due 
course upon such application.
     The Exchange proposes to delete this requirement as it is 
duplicative of Section 703.01 Part 2 of the Manual.
Section II
    1. The Corporation will publish at least once a year and submit to 
its stockholders at least fifteen days in advance of the annual meeting 
of such stockholders and not later than three months after the close of 
the last preceding fiscal year of the Corporation a balance sheet as of 
the end of such fiscal year, and a surplus and income statement for 
such fiscal year of the Corporation as a separate corporate

[[Page 29172]]

entity and of each corporation in which it holds directly or indirectly 
a majority of the equity stock; or in lieu thereof, eliminating all 
intercompany transactions, a consolidated balance sheet of the 
Corporation and its subsidiaries as of the end of its last previous 
fiscal year, and a consolidated surplus statement and a consolidated 
income statement of the Corporation and its subsidiaries for such 
fiscal year. If any such consolidated statement shall exclude 
corporations a majority of whose equity stock is owned directly or 
indirectly by the Corporation:
    (a) the caption of, or a note to, such statement will show the 
degree of consolidation; b) the consolidated income account will 
reflect, either in a footnote or otherwise, the parent company's 
proportion of the sum of, or difference between, current earnings or 
losses and the dividends of such unconsolidated subsidiaries for the 
period of the report; and (c) the consolidated balance sheet will 
reflect, either in a footnote or otherwise, the extent to which the 
equity of the parent company in such subsidiaries has been increased or 
diminished since the date of acquisition as a result of profits, losses 
and distributions.
    Appropriate reserves, in accordance with good accounting practice, 
will be made against profits arising out of all transactions with 
unconsolidated subsidiaries in either parent company statements or 
consolidated statements.
    Such statements will reflect the existence of any default in 
interest, cumulative dividend requirements, sinking fund or redemption 
fund requirements of the Corporation and of any controlled corporation, 
whether consolidated or unconsolidated.
     The Exchange proposes to delete this provision, as it is 
duplicative in some respects of SEC rules requiring the annual filing 
of financial statements as part of the company's annual report on Form 
10-K, 20-F, 40-F or NCSR filed with the SEC and the requirement of the 
SEC's proxy rules, applicable to domestic Exchange-listed companies, 
that when an issuer is soliciting proxies for its annual shareholders 
meeting, the issuer must distribute an annual report including its 
annual financial statements to shareholders, or notifies shareholders 
where such information may be accessed on the internet, in connection 
with proxy solicitation, at the same time as or prior to distribution 
of the proxy statement.\14\ The Exchange notes that Section 203.01 of 
the Manual requires listed companies that are required to file with the 
SEC an annual report including audited financial statements (i.e., an 
annual report on Form 10-K, 20-F, 40-F or NCSR) to simultaneously make 
such annual report available on or through the company's Web site and 
to undertake to provide, upon request, a hard copy of its audited 
financial statements free of charge. The Exchange also notes that 
Section 802.01E of the Manual requires the delisting of any listed 
Company that fails to file its annual report within a compliance period 
determined by the Exchange, but in no event longer than 12 months from 
the original filing due date.
---------------------------------------------------------------------------

    \14\ See Securities Exchange Act Rule 14C-3.
---------------------------------------------------------------------------

    For foreign private issuers, eliminating this requirement is a 
substantive change. However, the SEC's proxy rules are not applicable 
to foreign private issuers and, in conformity with that position, the 
NYSE does not intend to impose such requirements itself.
    2. All financial statements contained in annual reports of the 
Corporation to its stockholders will be audited by independent public 
accountants qualified under the laws of some state or country, and will 
be accompanied by a copy of the certificate made by them with respect 
to their audit of such statements showing the scope of such audit and 
the qualifications, if any, with respect thereto.
    The Corporation will promptly notify the Exchange if it changes its 
independent public accountants regularly auditing the books and 
accounts of the Corporation.
     The Exchange proposes to eliminate the first paragraph 
above as it is duplicative of the SEC's requirements with respect to 
Form 10-K and Section 107.02 of the Manual. The Exchange proposes to 
delete the second paragraph above, as it is duplicative of the 
requirement to file a Form 8-K (under Item 4.01 of Form 8-K) when a 
company's auditor resigns or is dismissed. The Exchange monitors the 
SEC filings of listed companies and would promptly become aware of the 
filing of a Form 8-K reporting a change of auditors.
    3. All financial statements contained in annual reports of the 
Corporation to its stockholders shall be in the same form as the 
corresponding statements contained in the listing application in 
connection with which this Listing Agreement is made, and shall 
disclose any substantial items of unusual or non-recurrent nature.
     The Exchange proposes to delete this requirement, as the 
form of companies' annual financial statements is dictated by the SEC's 
Form 10-K requirements rather than Exchange rules. The Exchange notes 
that an identical provision was previously deleted from Section 203.01 
of the Manual.
    4. The Corporation will publish quarterly statements of earnings on 
the basis of the same degree of consolidation as in the annual report. 
Such statements will disclose any substantial items of unusual or non-
recurrent nature and will show either net income before and after 
federal income taxes or net income and the amount of federal income 
taxes.
     The Exchange proposes to replace this requirement with a 
requirement that companies file quarterly financial information on Form 
10-Q. The Exchange notes that Section 802.01E of the Manual, which 
describes the compliance and delisting provisions for companies that 
are late in filing their annual reports with the SEC, does not subject 
companies to delisting if they are late in filing a Form 10-Q. The 
Exchange does not currently delist companies as a consequence of a 
failure to file a Form 10-Q on a timely basis, although the Exchange 
has discussed with the SEC the establishment of such a requirement in 
connection with a proposed harmonization of the late filer rules of all 
of the national securities exchanges that list equity securities. 
However, the Exchange will (as has always been the case) consider a 
company's failure to timely file its Form 10-Qs as part of its ongoing 
review of whether a company is suitable for continued listing.
    5. The Corporation will not make, nor will it permit any subsidiary 
directly or indirectly controlled by it to make, any substantial 
charges against capital surplus, without notifying the Exchange. If so 
requested by the Exchange, the Corporation will submit such charges to 
stockholders for approval or ratification.
     The Exchange proposes to delete this requirement as it is 
duplicative of Section 204.05 of the Manual.
    6. The Corporation will not make any substantial change, nor will 
it permit any subsidiary directly or indirectly controlled by it to 
make any substantial change, in accounting methods, in policies as to 
depreciation and depletion or in bases of valuation of inventories or 
other assets, without notifying the Exchange and disclosing the effect 
of any such change in its next succeeding interim and annual report to 
its stockholders.
     The Exchange proposes to delete this requirement, as 
companies are required by SEC rules to disclose in their periodic 
reports on Form 10-K and 10-Q any changes in accounting

[[Page 29173]]

methods and any effect of such changes on the company's financial 
statements.
    7. The Corporation will maintain an audit committee in conformity 
with Exchange requirements.
     The Exchange proposes to delete this provision, as it is 
duplicative of Sections 303A.06 and 303A.07 of the Manual, which 
require listed companies to have an audit committee in compliance with 
Exchange rules and SEC Rule 10A-3.
Section III
    1. The Corporation will maintain, in accordance with the 
requirements of the Exchange:
    a. An office or agency where the principal of and interest on all 
bonds of the Corporation listed on the Exchange shall be payable and 
where any such bonds which are registerable as to principal or interest 
may be registered.
     The Exchange proposes to delete this requirement as it is 
duplicative of Section 601.00(B) of the Manual.
    b. An office or agency where:
    (1) All stock of the Corporation listed on the Exchange shall be 
transferable.
    (2) Checks for dividends and other payments with respect to stock 
listed on the Exchange may be presented for immediate payment.
    (3) A security listed on the Exchange which is convertible will be 
accepted for conversion.
     The Exchange proposes to delete this requirement as it is 
duplicative of Section 601.00(A) of the Manual.
    c. A registrar where stock of the Corporation listed on the 
Exchange shall be registerable. Such registrar shall be a bank or trust 
company not acting as transfer agent for the same security.
     The Exchange proposes to delete this requirement as it is 
duplicative of Section 601.01 of the Manual. The Exchange notes that--
contrary to this provision in the listing agreement--Section 601.01(B) 
of the Manual permits a transfer agent to act in a dual capacity as 
registrar.
    2. The Corporation will not appoint a transfer agent, registrar or 
fiscal agent of, nor a trustee under a mortgage or other instrument 
relating to, any security of the Corporation listed on the Exchange 
without prior notice to the Exchange, and the Corporation will not 
appoint a registrar for its stock listed on the Exchange unless such 
registrar, at the time of its appointment becoming effective, is 
qualified with the Exchange as a registrar for securities listed on the 
Exchange, nor will the Corporation select an officer or director of the 
Corporation as a trustee under a mortgage or other instrument relating 
to a security of the Corporation listed on the Exchange.
     The Exchange proposes to delete this provision, because 
the requirements with respect to the appointment of transfer agents and 
registrars are set forth in Section 601.01 of the Manual and the 
requirements with respect to trustees are set forth in Section 603.01--
603.04 of the Manual.
    3. The Corporation will have on hand at all times a sufficient 
supply of certificates to meet the demands for transfer. If at any time 
the stock certificates of the Corporation do not recite the preferences 
of all classes of its stock, it will furnish to its stockholders, upon 
request and without charge, a printed copy of preferences of all 
classes of such stock.
     The Exchange proposes to delete the foregoing provision. 
The Exchange believes that the requirement that a company must have 
sufficient certificates available for transfer is anachronistic in 
light of the fact that (i) all trading in securities through the 
facilities of the Exchange is electronic, (ii) Section 501.00 of the 
Manual requires all listed securities to be DRS eligible, and (iii) 
some companies have moved to complete dematerialization. Section 501.01 
of the Manual requires that a statement of the rights and preferences 
of authorized classes or series of stock be readily available to 
shareholders, so the second sentence of the above provision is 
duplicative of that requirement.
    4. The Corporation will publish immediately to the holders of any 
of its securities listed on the Exchange any action taken by the 
Corporation with respect to dividends or to the allotment of rights to 
subscribe or to any rights or benefits pertaining to the ownership of 
its securities listed on the Exchange; and will give prompt notice to 
the Exchange of any such action; and will afford the holders of its 
securities listed on the Exchange a proper period within which to 
record their interests and to exercise their rights; and will issue all 
such rights or benefits in form approved by the Exchange.
     Section 202.05 of the Manual requires a listed company to 
release quickly to the public any news or information which might 
reasonably be expected to materially affect the market for its 
securities. Section 202.06 of the Manual specifies that information 
that should be published immediately via a press release or other 
Regulation FD compliant method would include dividend announcements, 
tender offers and stock splits. In addition, the material news events 
listed in Section 202.06 are intended to be illustrative rather than a 
complete list of instances where a news release is required. It is the 
Exchange's position that any corporate action that represents a 
material benefit to the company's shareholders should be publicized as 
required by Section 202.06, including but not limited to the benefits 
to shareholders specifically identified in Section 202.06. The Exchange 
proposes to delete this requirement as the Exchange's requirements with 
respect to dividends and other rights are set forth in Section 204.12 
of the Manual.
    5. The Corporation will solicit proxies for all meetings of 
stockholders.
     The Exchange proposes to delete this requirement as it is 
duplicative of Section 402.04 of the Manual.
    6. The Corporation will issue new certificates for securities 
listed on the Exchange replacing lost ones forthwith upon notification 
of loss and receipt of proper indemnity. In the event of the issuance 
of any duplicate bond to replace a bond which has been alleged to be 
lost, stolen or destroyed and the subsequent appearance of the original 
bond in the hands of an innocent bondholder, either the original or the 
duplicate bond will be taken up and cancelled and the Corporation will 
deliver to such holder another bond theretofore issued and outstanding.
     The Exchange proposes to delete this provision from the 
listing agreement. The provision in the first sentence will be added as 
an amendment to Section 501.01 of the Manual and the provision in the 
second sentence will be added as an amendment to Section 501.02 of the 
Manual.
    7. The Corporation will pay when due any applicable Listing Fees 
established from time to time by the Exchange.
     The Exchange intends to retain this provision.
Amended Listing Agreement for Domestic Companies
    The following are the requirements that would be set forth in the 
proposed amended listing agreement for domestic companies:
    1. The applicant certifies that it understands and agrees to comply 
with all current and future rules, listing standards, procedures and 
policies of the Exchange as they may be amended from time to time.
    2. The applicant agrees to promptly notify the Exchange in writing 
of any corporate action or other event which will cause the applicant 
to cease to be in compliance with Exchange listing requirements.
    3. The applicant understands that the Exchange may remove its 
securities

[[Page 29174]]

from listing and trading on the Exchange, pursuant to applicable 
procedures, if it fails to meet one or more requirements of Paragraphs 
1-2.
    4. The applicant understands that if an exception to any of the 
provisions of any of the Exchange rules has been granted by the 
Exchange, such exception shall, during the time it is in effect, 
supersede any conflicting provision of the listing agreement.
    5. The applicant agrees to list on the Exchange all subsequent 
amounts of the securit(y/ies) to be listed which may be issued or 
authorized for issuance.
    6. The applicant agrees to furnish to the Exchange on demand such 
information concerning the applicant as the Exchange may reasonably 
request.
    7. For purposes of publicity related to the applicant's listing on 
the Exchange, the applicant authorizes the Exchange to use the 
applicant's corporate logos, Web site address, trade names, and trade/
service marks in order to convey quotation information, transactional 
reporting information and any other information related to the 
applicant's listing on the Exchange.
    8. The applicant indemnifies the Exchange and holds it harmless 
from any third party rights and/or claims arising out of the Exchange's 
or any of its affiliates use of the applicant's corporate logos, Web 
site address, trade names, trade/service marks and/or the trading 
symbol used by the applicant.
    9. The applicant will maintain a transfer agent and a registrar, as 
necessary, which satisfy the applicable requirements set forth in 
Section 601.00 et seq. of the Manual.
    10. The applicant agrees to pay, when due, all fees associated with 
its listing of securities on the Exchange, in accordance with the 
Exchange's rules.
    11. The applicant agrees to file all required periodic financial 
reports with the SEC, including annual reports and, where applicable, 
quarterly or semi-annual reports, by the due dates established by the 
SEC.
    12. The applicant agrees to comply with all requirements under the 
federal securities laws and applicable SEC rules.
    13. Nothing contained in or inferred from the listing agreement 
shall be construed as constituting the applicant's contract for the 
continued listing of the applicant's securities on the Exchange. The 
applicant understands that the Exchange may, consistent with applicable 
laws and SEC rules, suspend its securities with or without prior notice 
to the applicant, upon failure of the applicant to comply with any one 
or more sections of the listing agreement, or when, in its sole 
discretion, the Exchange shall determine that such suspension of 
dealings is in the public interest or otherwise warranted.
III. Listing Agreement for Foreign Private Issuers
    The following sets forth each of the requirements included in the 
current form of listing agreement for foreign private issuers currently 
set forth in Section 901.02 of the Manual and the Exchange's proposed 
approach to each item upon adoption of its new form of listing 
agreement for foreign private issuers, which in many cases refer to the 
corresponding provision of the amended listing agreement for domestic 
companies as described in Part II hereof. Also set forth are the 
requirements that would be in the proposed amended listing agreement 
for domestic companies.
Section I
    1. The Corporation will promptly notify the Exchange of any change 
in the general character or nature of its business.
     See response for same provision in Section I.1 of the 
listing agreement for domestic companies.
    2. The Corporation will promptly notify the Exchange of any changes 
of officers or directors.
     See response for same provision in Section I.2 of the 
listing agreement for domestic companies.
    3. The Corporation will promptly notify the Exchange in the event 
that it or any company controlled by it shall dispose of any property 
or of any stock interest in any of its subsidiary or controlled 
companies, if such disposal will materially affect the financial 
position of the Corporation or the nature or extent of its operations.
     See response for same provision in Section I.3 of the 
listing agreement for domestic companies.
    4. The Corporation will promptly notify the Exchange of any change 
in, or removal of, collateral deposited under any mortgage or trust 
indenture, under which securities of the Corporation listed on the 
Exchange have been issued.
     See response for same provision in Section I.4 of the 
listing agreement for domestic companies.
    5. The Corporation will:
    a. File with the Exchange four copies (including translations) of 
all material mailed by the Corporation to its stockholders with respect 
to any amendment or proposed amendments to its Certificate of 
Incorporation.
     See response for same provision in Section I.5. a of the 
listing agreement for domestic companies.
    b. File with the Exchange a duly certified copy (including 
translation) of any amendment to its Certificate of Incorporation, or 
resolutions of Directors in the nature of an amendment, as soon as such 
amendment or resolution shall have become effective.
     See response for same provision in Section I.5.b of the 
listing agreement for domestic companies.
    c. File with the Exchange a duly certified copy (including 
translation) of any amendment to its By-Laws as soon as such amendment 
shall have become effective.
     See response for same provision in Section I.5.c of the 
listing agreement for domestic companies.
    6. The Corporation will disclose in its annual report to 
stockholders, for the year covered by the report, (a) the number of 
shares of its stock issuable under outstanding options at the beginning 
of the year; separate totals of changes in the number of shares of its 
stock under option resulting from issuance, exercise, expiration or 
cancellation of options; and the number of shares of its stock issuable 
under outstanding options at the close of the year; (b) the number of 
unoptioned shares of its stock available at the beginning and at the 
close of the year for the granting of options under an option plan; and 
(c) any changes in the exercise price of outstanding options, through 
cancellation and reissuance or otherwise, except price changes 
resulting from the normal operation of anti-dilution provisions of the 
options.
     The Exchange proposes to delete this section, as the SEC 
previously approved the elimination of a similar provision in Section 
703.09 of the Manual.
    7. The Corporation will promptly notify the Exchange of all facts 
relating to the purchase, direct or indirect, of any of its ----------
-- listed on the Exchange at a price in excess of the market price of 
such security prevailing on the Exchange at the time of such purchase.
     See response for same provision in Section I.8 of the 
listing agreement for domestic companies. Consequently, the Exchange 
purposes to delete the requirement that listed companies must inform it 
about any share purchases at prices in excess of the market price on 
the Exchange, as it believes that the regulatory concerns originally 
underpinning this requirement are now more appropriately addressed 
through its regulatory surveillance program, and SEC rules and 
reporting requirements.
    8. The Corporation will not select any of its securities listed on 
the Exchange

[[Page 29175]]

for redemption otherwise than by lot or pro rata, and will not set a 
redemption date earlier than fifteen days after the date corporate 
action is taken to authorize the redemption.
     See response for same provision in Section I.9 of the 
listing agreement for domestic companies.
    9. The Corporation will promptly notify the Exchange of any 
corporate action which will result in the redemption or retirement, in 
whole or in part, of any of its bonds listed on the Exchange, and will 
notify the Exchange as soon as the Corporation has notice of any other 
action which will result in any such redemption or retirement.
     The Exchange proposes to delete this requirement as it is 
duplicative of Section 204.22 of the Manual.
    10. The Corporation will promptly notify the Exchange of action 
taken to fix a stockholders' record date, or to close the transfer 
books, for any purpose and will take such action at such time as will 
permit giving the Exchange at least ten days' notice in advance of such 
record date or closing of the books.
     See response for same provision in Section I.11 of the 
listing agreement for domestic companies.
    11. In case the securities to be listed are in temporary form, the 
Corporation agrees to order permanent engraved securities within thirty 
days after the date of listing.
     See response for same provision in Section I.12 of the 
listing agreement for domestic companies.
    12. The Corporation will furnish to the Exchange on demand such 
information concerning the Corporation as the Exchange may reasonably 
require.
     See response for same provision in Section I.13 of the 
listing agreement for domestic companies.
    13. The Corporation will not make any changes in the form or nature 
of any of its bonds listed on the Exchange, nor in the rights or 
privileges of the holders thereof, without having given twenty days' 
prior notice to the Exchange of the proposed change, and having made 
application for the listing of the bonds as changed if the Exchange 
shall so require.
     The Exchange proposes to delete this requirement as it is 
duplicative of Section 204.13 of the Manual.
    14. The Corporation will promptly notify the Exchange of any 
diminution in the supply of ------------ available for the market 
occasioned by the deposit of such ------------ under voting trust 
agreements or other deposit agreements, if knowledge of any such actual 
or proposed deposits should come to the official attention of the 
officers or directors of the Corporation.
     The Exchange proposes to delete this provision as it is 
duplicative of Section 204.09 of the Manual.
    15. The Corporation will make application to the Exchange for the 
listing of additional amounts of securities listed on the Exchange 
sufficiently prior to the issuance thereof to permit action in due 
course upon such application.
     See response for same provision in Section I.17 of the 
listing agreement for domestic companies.
    Section II
    1. The Corporation will publish at least once a year and submit to 
the record holders of ---------- (hereinafter called the ``Holders''), 
at least fifteen days in advance of the annual meeting of stockholders 
and not later than three months after the close of the last preceding 
fiscal year of the Corporation a balance sheet as of the end of such 
fiscal year, and a surplus and income statement for such fiscal year of 
the Corporation as a separate corporate entity and of each corporation 
in which it holds directly or indirectly a majority of the equity 
stock; or in lieu thereof, eliminating all inter-company transactions, 
a consolidated balance sheet of the Corporation and its subsidiaries as 
of the end of its last previous fiscal year, and a consolidated surplus 
statement and a consolidated income statement of the Corporation and 
its subsidiaries for such fiscal year. If any such consolidated 
statement shall exclude corporations a majority of whose equity stock 
is owned directly or indirectly by the Corporation: (a) The caption of, 
or a note to, such statement will show the degree of consolidation; (b) 
the consolidated income account will reflect, either in a footnote or 
otherwise, the parent company's proportion of the sum of, or difference 
between, current earnings or losses and the dividends of such 
unconsolidated subsidiaries for the period of the report; and (c) the 
consolidated balance sheet will reflect, either in a footnote or 
otherwise, the extent to which the equity of the parent company in such 
subsidiaries has been increased or diminished since the date of 
acquisition as a result of profits, losses and distributions.
    Appropriate reserves, in accordance with good accounting practice, 
will be made against profits arising out of all transactions with 
unconsolidated subsidiaries in either parent company statements or 
consolidated statements.
    Such statements will reflect the existence of any default in 
interest, cumulative dividend requirements, sinking fund or redemption 
fund requirements of the Corporation and of any controlled corporation, 
whether consolidated or unconsolidated.
     The Exchange proposes to delete this provision, as it is 
duplicative of SEC rules requiring the annual filing of financial 
statements as part of the company's annual report on Form 10-K, 20-F, 
40-F or NCSR filed with the SEC. The Exchange also notes that Section 
203.01 of the Manual requires listed companies that are required to 
file with the SEC an annual report including audited financial 
statements (i.e., an annual report on Form 10-K, 20-F, 40-F or NCSR) to 
simultaneously make such annual report available on or through the 
company's Web site and to undertake to provide, upon request, a hard 
copy of its audited financial statements free of charge. The Exchange 
also notes that Section 802.01E of the Manual requires the delisting of 
any listed Company that fails to file its annual report within a 
compliance period determined by the Exchange, but in no event longer 
than 12 months from the original filing due date.
    2. All financial statements contained in annual reports of the 
Corporation to Holders will be audited by independent public 
accountants qualified under the laws of ------------, and will be 
accompanied by a copy of the certificate made by such firm with respect 
to its audit of such statements showing the scope of such audit and the 
qualifications, if any, with respect thereto.
    The Corporation will promptly notify the Exchange if it changes its 
independent public accountants regularly auditing the books and 
accounts of the Corporation.
     See response for same provision in Section I.1 of the 
listing agreement for domestic companies.
    3. All financial statements contained in annual reports of the 
Corporation to Holders shall be in the same form as the corresponding 
statements contained in the listing application in connection with 
which this Listing Agreement is made, and shall disclose any 
substantial items of unusual or non-recurrent nature.
     The Exchange proposes to delete this requirement, as the 
form of companies' annual financial statements is dictated by the SEC's 
Form 20-F requirements rather than Exchange rules. The Exchange notes 
that an identical provision was previously deleted from Section 203.01 
of the Manual.
    4. The Corporation will publish quarterly statements of earnings on 
the basis of the same degree of consolidation as in the annual report 
to Holders. Such statements will disclose

[[Page 29176]]

any substantial items of unusual or non-recurrent nature and will show 
either net income before and after income taxes or net income and the 
amount of income taxes.
     The Exchange proposes to delete this provision as it is 
inconsistent with Section 103.00 of the Manual, which permits foreign 
private issuers to provide interim earnings reports on a basis 
consistent with the company's home country laws and practice.
    5. The Corporation will not make any substantial charges, nor will 
it permit any subsidiary directly or indirectly controlled by it to 
make any substantial charges, against capital surplus without notifying 
the Exchange. If so requested by the Exchange, the Corporation will 
submit such charges to stockholders for approval or ratification.
     The Exchange proposes to delete this requirement as it is 
duplicative of Section 204.05 of the Manual.
    6. The Corporation will not make any substantial change, nor will 
it permit any subsidiary directly or indirectly controlled by it to 
make any substantial change, in accounting methods, in policies as to 
depreciation and depletion or in bases of valuation of inventories or 
other assets, without notifying the Exchange and disclosing the effect 
of any such change in its next succeeding interim and annual report to 
its Holders.
     The Exchange proposes to delete this requirement, as 
foreign private issuers are required by SEC rules to disclose in their 
annual reports on Form 20-F any changes in accounting methods and their 
effect on the company's financial statements.
    Section III
    1. The Corporation will ensure that ------------ (hereinafter 
called the ``Depositary''), as Depositary under the Deposit Agreement, 
dated as of ------------ (hereinafter called the ``Deposit 
Agreement''), and any succeeding or additional depositary, will have on 
hand at all times a sufficient supply of ------------ to meet the 
demands for transfer. If at any time the Corporation issues securities 
which do not recite the preferences of all classes of its stock, the 
Corporation will furnish the Depositary with the information necessary 
to furnish Holders, upon request and without charge, a printed copy of 
preferences of all classes of such stock.
     See response for related provision in Section III.3 of the 
listing agreement for domestic companies.
    2. The Corporation will immediately publish to its stockholders and 
enable the Depositary to publish to Holders any action taken by the 
Corporation with respect to dividends or to the allotment of rights to 
subscribe or to any rights or benefits pertaining to the ownership of 
its ------------ listed on the Exchange; and will give prompt notice to 
the Exchange of any such action; and will afford its stockholders a 
proper period within which to record their interests and to exercise 
their rights. The Corporation will also take such steps as may be 
necessary to enable the Depositary, in accordance with the terms of the 
Deposit Agreement, to (a) make all such rights or benefits available to 
Holders; (b) provide Holders a proper period within which to record 
their interests and to exercise their rights; and (c) issue all such 
rights or benefits in form approved by the Exchange.
     Section 202.05 of the Manual requires a listed company to 
release quickly to the public any news or information which might 
reasonably be expected to materially affect the market for its 
securities. Section 202.06 specifies that, while foreign private 
issuers are not required to comply with Regulation FD, foreign private 
issuers must comply with the timely alert policy set forth in Section 
202.05 and may do so by any method (or combination of methods) that 
would constitute compliance with Regulation FD for a U.S. issuer. 
Section 202.06 of the Manual specifies that information that should be 
published immediately would include dividend announcements, tender 
offers and stock splits. In addition, the material news events listed 
in Section 202.06 are intended to be illustrative rather than a 
complete list of instances where a news release is required. It is the 
Exchange's position that any corporate action that represents a 
material benefit to the company's shareholders should be publicized as 
required by Section 202.06. The Exchange proposes to delete this 
requirement as the Exchange's requirements with respect to dividends 
and other rights are set forth in Section 204.12 of the Manual.
    3. The Corporation will solicit proxies for all meetings of 
stockholders.
     See response for same provision in Section III.5 of the 
listing agreement for domestic companies.
    4. In the event that a successor Depositary or an additional 
Depositary is named, the Corporation agrees that it will not appoint 
any person as such successor Depositary or additional Depositary unless 
such person shall have entered into a listing agreement with the 
Exchange in a form substantially similar to the agreement relating to 
------------ between ------------. and the Exchange. The Corporation 
will not appoint a transfer agent, registrar or depositary of, nor a 
trustee under a mortgage or other instrument relating to any security 
listed on the Exchange without prior notice to the Exchange, and the 
Corporation will not appoint a registrar for the ------------ listed on 
the Exchange unless such registrar, at the time of its appointment 
becoming effective, is qualified with the Exchange as a registrar for 
securities listed on the Exchange; nor will the Corporation select an 
officer or director of the Corporation as a trustee under a mortgage or 
other instrument relating to a security of the Corporation listed on 
the Exchange.
     The Exchange proposes to retain this provision insofar as 
it relates to the requirement that any successor or additional 
depositary must enter into an agreement with the Exchange. The Exchange 
proposes to delete the rest of this provision, because the requirements 
with respect to the appointment of transfer agents and registrars are 
set forth in Section 601.01 of the Manual and the requirements with 
respect to trustees are set forth in Section 603.01-603.04 of the 
Manual.
Amended Listing Agreement for Foreign Private Issuers
    The following are the requirements that would be set forth in the 
proposed amended listing agreement for foreign private issuers:
    1. The applicant certifies that it understands and agrees to comply 
with all current and future rules, listing standards, procedures and 
policies of the Exchange as they may be amended from time to time.
    2. The applicant agrees to promptly notify the Exchange in writing 
of any corporate action or other event which will cause the applicant 
to cease to be in compliance with Exchange listing requirements.
    3. The applicant understands that the Exchange may remove its 
securities from listing and trading on the Exchange, pursuant to 
applicable procedures, if it fails to meet one or more requirements of 
Paragraphs 1-2.
    4. The applicant understands that if an exception to any of the 
provisions of any of the Exchange rules has been granted by the 
Exchange, such exception shall, during the time it is in effect, 
supersede any conflicting provision of the listing agreement.
    5. The applicant agrees to list on the Exchange all subsequent 
amounts of the securit(y/ies) to be listed which may be issued or 
authorized for issuance.
    6. The applicant agrees to furnish to the Exchange on demand such

[[Page 29177]]

information concerning the applicant as the Exchange may reasonably 
request.
    7. For purposes of publicity related to the applicant's listing on 
the Exchange, the applicant authorizes the Exchange to use the 
applicant's corporate logos, Web site address, trade names, and trade/
service marks in order to convey quotation information, transactional 
reporting information and any other information related to the 
applicant's listing on the Exchange.
    8. The applicant indemnifies the Exchange and holds it harmless 
from any third-party rights and/or claims arising out of the Exchange's 
or any of its affiliates' use of the applicant's corporate logos, Web 
site address, trade names, trade/service marks and/or the trading 
symbol used by the applicant.
    9. The applicant will maintain a transfer agent and a registrar, as 
necessary, which satisfy the applicable requirements set forth in 
Section 601.00 et seq. of the Manual.
    10. The applicant agrees to pay, when due, all fees associated with 
its listing of securities on the Exchange, in accordance with the 
Exchange's rules.
    11. The applicant agrees to file all required periodic financial 
reports with the SEC, including annual reports and, where applicable, 
quarterly or semi-annual reports by the due dates established by the 
SEC.
    12. The applicant agrees to comply with all requirements under the 
federal securities laws and applicable SEC rules.
    13. The applicant agrees to solicit proxies from U.S. holders for 
all meetings of stockholders.
    14. Nothing contained in or inferred from the listing agreement 
shall be construed as constituting the applicant's contract for the 
continued listing of the applicant's securities on the Exchange. The 
applicant understands that the Exchange may, consistent with applicable 
laws and SEC rules, suspend its securities with or without prior notice 
to the applicant, upon failure of the applicant to comply with any one 
or more sections of the listing agreement, or when, in its sole 
discretion, the Exchange shall determine that such suspension of 
dealings is in the public interest or otherwise warranted.
    15. In the event that a successor Depositary or an additional 
Depositary is named, the Corporation agrees that it will not appoint 
any person as such successor Depositary or additional Depositary unless 
such person shall have entered into a listing agreement with the 
Exchange in a form substantially similar to the agreement relating to 
------------ between ------------ and the Exchange.
IV. Listing Application
    As noted in Part I, above, the Exchange proposes to delete from the 
Manual the form of original listing application contained in Section 
903.01 thereof (the ``Current Application''). The revised form of 
original listing application, included in Exhibit 3 hereto (the 
``Revised Application''), will be provided on the Exchange's Web site. 
The following sets forth the information requirements included in the 
Current Application \15\ and states whether each requirement will be 
included in the Revised Application. Where a requirement is proposed to 
be deleted, an explanation is provided.
---------------------------------------------------------------------------

    \15\ Instructions included in the Current Application have been 
omitted.
---------------------------------------------------------------------------

    In most cases, the Exchange proposes to delete the information 
requirements of the Current Application, as such information is 
available in the applicant's filings with the SEC made pursuant to the 
Exchange Act or the Securities Act of 1933 (the ``Securities 
Act'').\16\ The Current Application has been in use for many years, and 
during that time disclosure requirements for Exchange Act and 
Securities Act filings have dramatically increased, significantly 
reducing the benefit of many of the information requirements included 
in the Current Application and rendering many of them redundant. Where 
information required by the Current Application is not specifically 
required by parallel disclosure requirements under the securities laws, 
the Exchange has reviewed the totality of the information required and 
assessed whether the information required by the Current Application 
provides any substantial assistance in determining the issuer's 
suitability for listing.
---------------------------------------------------------------------------

    \16\ 15 U.S.C. 77a. When listing a company in connection with 
its initial public offering or other securities offering, the 
Exchange relies on the company's Securities Act prospectus that 
registered the transaction. Generally, the forms used are Form S-1 
(for a domestic issuer), Form F-1 (for a foreign private issuer), 
Form S-11 (for a real estate investment trust or ``REIT'') and Form 
N-2 (for closed-end funds). When listing a company transferring from 
another exchange or whose common stock was previously publicly 
traded on the over-the-counter market, the Exchange typically relies 
on the company's annual report filed with the SEC on Form 10-K (in 
the case of a domestic issuer) or Form 20-F (in the case of a 
foreign private issuer). When listing a company in connection with a 
spin-off, the Exchange typically relies on the company's Form 10, 
and, when listing a company in connection with a merger transaction, 
the Exchange typically relies on a Form S-4. For purposes of this 
rule filing, the Exchange focused on the requirements of Regulation 
S-K and Form 20-F. However, the Exchange reviewed the totality of 
the information required in all of the aforementioned forms in its 
assessment whether disclosure is adequate and a particular 
requirement can be deleted from the Current Application.
---------------------------------------------------------------------------

    The provisions of the Current Application are in italics [sic] 
below. For ease of reference, the provisions have been numbered.
    1. Description of Transaction--
    State that the listing application is the company's original 
application for the listing of its securities on the Exchange.
     The Revised Application states that it is the original 
listing application and requires an attestation by an authorized 
executive officer.
    2. Shares Applied for but Not Yet Issued--
    The transactions for which share reserves are needed should be 
described in sufficient detail to set forth the essential facts.
     The Exchange proposes to delete this requirement as it is 
duplicative of Items 201(a)(2), 201(d) and 202(c) of Regulation S-K and 
Item 10(A) of Form 20-F. In addition, the Revised Application requires 
that the applicant specify the number, date of authorization, and 
purpose of shares unissued but authorized for issuance.
    3. Authority for Issuance--
    Give the dates directors approved the purpose for and issuance of 
any unissued securities covered by the application. If shareholder 
approval has been, or will be given, give that date also.
     The Revised Application requires that the applicant 
specify the number, date of authorization, and purpose of shares 
unissued but authorized for issuance. In addition, applicants are 
required to provide copies of board and shareholder resolutions 
authorizing issuance with respect to any unissued securities for which 
a listing application is made, where applicable.
    4. History and Business--
    State where and when the company was organized, its form of 
organization, and the duration of its charter. Give in succinct form 
the history of its development and growth in the particular line of 
business now conducted. If organized as the result of merger, 
consolidation, or reorganization, trace the history of the predecessor 
companies. If organized through reorganization, describe briefly the 
circumstances leading to, and the effect of, the reorganization.
    Describe briefly the present business of the company and its 
subsidiaries or controlled companies, including principal products 
manufactured or services performed, principal markets for products and 
raw materials, operations conducted, merchandising or product-
distribution methods, and, in general, furnish such information as will 
serve to indicate clearly the growth and development of the particular

[[Page 29178]]

industry in which the company is engaged and the growth and development 
of the company and the relative ranking it occupies in its field.
    If a material part of the business is dependent upon patents, 
proprietary formulae, or secret processes, so state. Give date of 
expiration of principal patents or proprietary interests in principal 
formulae.
     The Exchange proposes to delete this requirement as it is 
duplicative of Items 101(a), 101(c) and 101(h) of Regulation S-K and 
Item 4 of Form 20-F,\17\ with the exception of the duration of the 
charter, which is required to be filed with the SEC pursuant to Item 
601(b)(3)(i) of Regulation S-K.
---------------------------------------------------------------------------

    \17\ Item 4 of Form 20-F requires information on the company on 
a consolidated basis.
---------------------------------------------------------------------------

    5. Public Utilities--
    In the case of public utilities, the description of the business 
should include the various services rendered by the system, the 
proportionate gross revenue derived from each service, and the 
territory and population served by each service.
    Indicate the number of customers, or meters in service, classifying 
them into categories such as residential, industrial or commercial, 
municipalities, etc.
    State the aggregate number of kilowatt-hours of electricity, or 
cubic feet of gas, sold annually for the past five years, and the 
aggregate revenue derived from each service annually during that 
period, for each customer classification.
    State average and peak loads and installed capacity, indicating 
whether the figures given represent rated capacity or actual capacity.
    Describe, in general terms, interconnection facilities and 
arrangements for purchases or sales of electricity and gas.
     The Exchange proposes to delete this requirement as it is 
duplicative of the general disclosure requirements of Items 101 and 303 
of Regulation S-K and Item 4 of Form 20-F. While those provisions do 
not have specific disclosure requirements for electric and gas 
utilities, the Exchange notes that in 1996, as part of its regulatory 
simplification effort, the SEC eliminated Industry Guide 1, which had 
set forth specific disclosure requirements for electric and gas 
utilities, on the basis that ``the information requested by the Guide 
also is within the coverage of other rules of the SEC, including Items 
101 and 303 of Regulation S-K.'' \18\
---------------------------------------------------------------------------

    \18\ Securities Act Release No. 33-7300 (May 31, 1996), 61 FR 
30397 (June 14, 1996).
---------------------------------------------------------------------------

    6. Property Description--
    Describe briefly the physical properties of the company and its 
subsidiaries or controlled companies, stating location, type of 
construction and area of plants and buildings, functions thereof, 
condition of equipment, acreage, transportation facilities, etc. State 
whether properties are owned or leased. Indicate normal capacity of 
plants in terms of units of production where possible.
     The Exchange proposes to delete this requirement as it is 
duplicative of Item 102 of Regulation S-K and Item 4(D) of Form 20-F, 
with the exception that such provisions do not specifically require 
disclosure of some details listed in the Current Application, namely 
the type of construction and area of plants and buildings and functions 
thereof, condition of equipment, acreage, and transportation 
facilities. However, Instruction 1 to Item 102 of Regulation S-K 
requires inclusion of such information as reasonably will inform 
investors as to the suitability, adequacy, productive capacity and 
extent of utilization of the facilities by the company.\19\
---------------------------------------------------------------------------

    \19\ In addition, such information would be required to be 
disclosed pursuant to Securities Act Rule 408 (17 CFR 230.408) or 
Exchange Act Rule 12b-20 (17 CFR 240.12b-20), as applicable, if it 
were material information necessary to make the required statements, 
in the light of the circumstances under which they were made, not 
misleading.
---------------------------------------------------------------------------

    Affiliated Companies--
    a. Give a list of all subsidiary or controlled companies, including 
all companies in which the company owns or controls directly or 
indirectly 50% or more of the voting power. Indicate, as to each such 
company, the amount of each class of capital stock outstanding and show 
the amount of each class owned, directly or indirectly, by the parent 
company. State briefly the proportionate revenue/earnings each such 
company has in the business.
     The Exchange proposes to delete this requirement as it is 
duplicative of Item 601(b)(21) of Regulation S-K and Item 4(C) of Form 
20-F, with the exception that such provisions do not require disclosure 
of (i) subsidiaries that are not significant (or, in the case of Item 
601(b)(21) of Regulation S-K, that are not in the aggregate 
significant) or (ii) the amount of each class of capital stock 
outstanding for each company or the proportionate revenue/earnings that 
each subsidiary has in the business. The Exchange believes that the 
disclosures required under the federal securities laws are adequate for 
purposes of determining an issuer's suitability for listing, because, 
unless such details were required to be disclosed under Securities Act 
Rule 408 or Exchange Act Rule 12b-20, as applicable, they would not be 
material to the Exchange's determination. The disclosure regarding an 
applicant's business segments (as defined by applicable accounting 
standards) is more meaningful in such analysis, which is consistent 
with current disclosure requirements under the federal securities 
laws.\20\
---------------------------------------------------------------------------

    \20\ Item 101(b) and 101(c) of Regulation S-K and Item 5 of Form 
20-F require disclosure based on segments. See also Financial 
Accounting Standards Board (``FASB'') Accounting Standards 
Codification (``ASC'') 280-10.
---------------------------------------------------------------------------

    b. If the company has a substantial, but less than controlling, 
interest in any company or organization, such interests should be 
similarly described.
     Item 601(b)(21) of Regulation S-K and Item 4(C) of Form 
20-F require disclosure regarding subsidiaries as defined by Securities 
Act Rule 405 \21\ and Exchange Act Rule 12b-2,\22\ which define a 
subsidiary ``of a specified person'' as ``an affiliate controlled by 
such person directly, or indirectly through one or more 
intermediaries.'' As such definition is substantially broader than the 
Current Application's control threshold of 50% or more of voting power, 
Item 601(b)(21) of Regulation S-K and Item 4(C) of Form 20-F include 
both subsidiaries that meet the 50% threshold requirement and the 
``substantial, but less than controlling'' additional requirement.
---------------------------------------------------------------------------

    \21\ 17 CFR 230.405.
    \22\ 17 CFR 240.12b-2.
---------------------------------------------------------------------------

    c. Indicate, to the extent that the information is available, the 
name of any company, individual, or other entity which owns directly or 
indirectly, 10% or more of any class of voting stock of the company, 
and the extent of such ownership.
     The Exchange proposes to delete this requirement as it is 
duplicative of Item 403 of Regulation S-K and Item 7(A) of Form 20-F.
    d. If control of the company is held by any other company through 
lease or contract, describe the circumstances of such control.
     The Exchange proposes to delete this requirement as it is 
duplicative of the general disclosure requirements of Item 101 of 
Regulation S-K and Items 4 and 10(C) of Form 20-F, in that if the 
applicant is held by another company through lease or contract, such 
information would be material and therefore subject to disclosure. 
Further, to the extent that the control of the company is held through 
written contract, such contract would be material and therefore subject 
to filing under Items 601(b)(2) or 601(b)(10) of Regulation S-K.
    7. Management--

[[Page 29179]]

    Give the names and titles of all directors and officers, stating 
other principal business affiliations they may have. Give a brief 
biographical outline for each of the principal officers of the company. 
If directors are elected by classes, so indicate.
     The Exchange proposes to delete this requirement as it is 
duplicative of Item 401 of Regulation S-K and Items 6(A) and 6(C) of 
Form 20-F.
    8. Capitalization--
    Give a summary statement of changes in authorized stock 
capitalization of the company since organization, with reference to 
dates of corporate actions effecting such changes. This data may be 
given in narrative form if desired, but if changes have been numerous, 
a tabulated statement is preferable.
    Give in tabular form a statement as to substantial changes in the 
outstanding amounts of stock of the company over the period of the past 
five years, showing dates on which authorized for issuance, purpose of 
issuance and consideration received. The statement should show shares 
reacquired by the company or its subsidiary or controlled companies.
     The Exchange proposes to delete this requirement as it is 
duplicative of (i) Item 701 of Regulation S-K, with respect to 
securities sold by the applicant within the past three years which were 
not registered under the Securities Act, and (ii) the relevant 
registration statement, with respect to securities that were 
registered. This requirement is also duplicative of Item 10(A) of Form 
20-F with respect to changes in the outstanding amounts of stock of the 
company within the past three years. In addition, Item 3(B) of Form 20-
F requires inclusion of a capitalization table, and many other 
registrants voluntarily include a capitalization table in their 
registration statements. In the absence of a capitalization table, 
information is available in the financial statements.\23\
---------------------------------------------------------------------------

    \23\ See Securities Act Release No. 33-6331 (August 5, 1981) 
(``[a]n item requiring a table of capital structure has not been 
included in . . . Regulation S-K. The commentators . . . generally 
agreed with the Commission that a requirement for such a table is 
unnecessary because information presented therein is readily 
apparent from other sources such as the financial statement.'')
---------------------------------------------------------------------------

    The Exchange notes that Item 701 of Regulation S-K requires 
information for three years, as opposed to the longer periods required 
by the Current Application. However, consistent with the disclosure 
requirements under the federal securities laws, none of the Exchange's 
initial listings are based on more than three years of historical 
financial data. The Exchange also notes that Item 701 does not require 
information on when stock was authorized for issuance or the purpose of 
issuance. However, the Exchange finds that the totality of the 
information provided under Item 701, which includes the date of sale, 
persons or class of persons to whom the securities were sold, and the 
exemption from registration claimed, is more than adequate for purposes 
of determining whether an issuer's securities outstanding prior to 
listing were issued in compliance with applicable law.
    9. Funded Debt--
    State the aggregate amount of funded debt of the company and 
subsidiary or controlled companies, and give a list of the outstanding 
issues and amounts, indicating amounts held by subsidiary or controlled 
companies. If such list is extensive, it may be attached to the 
application as an exhibit.
     The Exchange proposes to delete this requirement as it is 
duplicative of Item 303(a)(5) of Regulation S-K and Item 5(F) of Form 
20-F, which require tabular disclosure on a consolidated basis of 
contractual obligations, including long-term debt obligations, with the 
exception that the tables are on a consolidated basis. The Exchange 
finds the required information adequate since unless separate 
disclosure for subsidiaries or controlled companies were required to be 
disclosed under Securities Act Rule 408 or Exchange Act Rule 12b-20, as 
applicable, it would not be material to its determination as to an 
issuer's suitability for listing.
    10. Stock Provisions--
    a. If application is being made to list stock, give a summary of 
the rights, preferences, privileges and priorities of the class of 
stock for which application is made. Provide similar information on any 
other class of stock which is senior or equal to the proposed issue.
     The Exchange proposes to delete this requirement as it is 
duplicative of Item 202 of Regulation S-K, with the exception that such 
provisions do not require similar information on any class of stock 
which is senior or equal to the proposed issue. However, they do 
require disclosure regarding any other authorized class of securities 
if the rights evidenced by the shares to be registered are, or may be, 
materially limited or qualified by the rights of any such other 
authorized class of securities. This requirement is also duplicative of 
Item 10(B)(3) of Form 20-F, which requires a description of the rights, 
preferences and restrictions attaching to each class of shares. In 
addition, the Revised Application requires a complete description of 
any existing class of common stock or equity security entitling the 
holder(s) to differential voting rights, dividend payments, or other 
preferences. The Exchange believes that the disclosure required under 
Item 202 of Regulation S-K, Item 10(B)(3) of Form 20-F and the Revised 
Application is more informative than the request for information in the 
Current Application, and therefore adequate for purposes of determining 
whether an issuer's equity securities are suitable for listing.
    b. If application is being made to list one or more senior classes 
of stock, recite verbatim the charter provisions attaching thereto, and 
to each class on a parity therewith or senior thereto, in an exhibit 
appended to the application in addition to the summarized statement 
included in the application.
    c. Give a summary statement of any provisions of any indentures or 
agreements restricting payment of dividends or affecting voting rights 
of the class of stock applied for.
    State whether or not shareholders of any class have preemptive 
rights to subscribe to additional issues, whether by charter provision 
or statute.
     The Exchange proposes to delete this requirement as it is 
duplicative of Items 202, 601(b)(3)(i) and 601(b)(4) of Regulation S-K 
and Item 10(B)(3) of Form 20-F, with the exception that such provisions 
do not require that the charter provisions of senior stock be recited 
verbatim. However, they do require a summary of the relevant 
provisions, and Items 601(b)(3)(i) and 601(b)(4) of Regulation S-K 
require companies to file their charter and any instruments defining 
the rights of security holders, including indentures. In addition, the 
Revised Application requires a complete description of any existing 
class of common stock or equity security entitling the holder(s) 
thereof to differential voting rights, dividend payments, or other 
preferences. The Exchange believes that the disclosure required under 
Items 202, 601(b)(3)(i) and 601(b)(4) of Regulation S-K, Item 10(B)(3) 
of Form 20-F and the Revised Application are adequate for purposes of 
determining whether a class of equity securities is suitable for 
listing.
    11. Employees-Labor Relations--
    a. State total number regularly employed and, if subject to 
seasonal fluctuation, the maximum and minimum numbers employed during 
the preceding twelve months.
     The Exchange proposes to delete this requirement as it is 
duplicative of Item 101(c)(1) of Regulation S-K and Item 6(D) of Form 
20-F, with the exception that such provisions do not require disclosure 
of maximum and minimum numbers employed. However,

[[Page 29180]]

the Exchange finds the required information adequate since disclosure 
of maximum and minimum numbers employed would not be material to the 
Exchange's determination of whether an issuer was suitable for listing.
    b. State dates and duration of material work stoppages due to labor 
disagreements during the past three years, and the general terms of 
settlement of such disagreements.
     The Exchange proposes to delete this requirement as it is 
duplicative of the general disclosure requirements in Item 101 of 
Regulation S-K and of Item 6(D) of Form 20-F, with the exception that 
such provisions do not specifically require disclosure regarding work 
stoppages. However, Item 6(D) requires information regarding the 
relationship between management and labor unions. The Exchange believes 
that disclosures required under the federal securities laws are 
sufficient because unless information regarding work stoppages was 
required to be disclosed under Securities Act Rule 408 or Exchange Act 
Rule 12b-20, as applicable, it would not be material to the Exchange's 
determination of whether an issuer was suitable for listing.
    c. Describe briefly any pension, retirement, bonus, profit 
participation, stock purchase, insurance, hospitalization, or other 
plans of benefit to employees which may be in effect.
     The Exchange proposes to delete this requirement as it is 
duplicative of the disclosure requirements in Items 402, 201(d) and 
601(b)(10) of Regulation S-K and in Item 6(B) of Form 20-F. The 
requirements in Item 402 of Regulation S-K and Item 6(B) of Form 20-F 
are limited to plans of benefit that apply to certain directors and 
officers. However, Item 201(d) of Regulation S-K requires tabular 
disclosure of any securities authorized for issuance under equity 
compensation plans to any persons employed by the company, not just 
executive officers, and unless the plan was approved by shareholders, a 
summary of the terms of the plan, and Item 601(b)(10) requires that any 
compensatory plan, contract or arrangement adopted without the approval 
of security holders must be filed with the SEC. The Exchange believes 
that, taken as a whole, the disclosure and documentation provided under 
these items is sufficient for purposes of determining whether an issuer 
is suitable for listing.
    12. Shareholder Relations--
    Describe briefly the procedures followed by the company in the 
field of shareholder relations, indicating, among other things, the 
method by which shareholders are informed of either a declaration of 
dividends or a failure to declare a dividend at an accustomed time; 
whether interim statements of earnings are mailed to shareholders or 
released to the press; how soon after the close of the period such 
interim statements usually are available; whether the company advises 
shareholders or otherwise gives periodic publicity to the progress of 
the company or new developments in its affairs (otherwise than through 
interim statements of earnings or annual reports and proxy statements).
     The Exchange proposes to delete this requirement as the 
requirements for declaring dividends, issuing interim statements of 
earnings, and making periodic disclosure are set out in Sections 
202.05, 203.02 and 204.12 of the Manual.
    13. Dividend Record--
    State the amount of dividends (per share and in aggregate) paid by 
the company (or its predecessors) during each of the five preceding 
years. Show stock dividends separately, indicating, in respect of each 
stock dividend, the percentage amount, the number of shares issued in 
payment, the amount per dividend share and the aggregate charged 
against earnings or retained earnings, and the basis for calculating 
the amount charged.
    State the aggregate and per share amount of preferred dividend 
arrearages.
    Indicate whether dividends have been paid on a quarterly, semi-
annual or annual basis, and state how long dividends have been paid 
without interruption.
    State the record date, payment date and date of declaration with 
respect to each dividend paid during the past two years.
     Item 201(c) of Regulation S-K requires issuers to state 
the frequency and amount of any cash dividends declared on each class 
of its common equity by the registrant for the two most recent fiscal 
years and any subsequent interim period for which financial statements 
are required to be presented by Article 3 of Regulation S-X. After 
listing, a company is subject to Sections 204.12 and 204.21 of the 
Manual, which require companies to give the Exchange at least 10 days 
advance notice of the setting of the record date for any dividend or 
other distribution. The audited financial statements included in a 
company's SEC filings would include information about accrued and 
unpaid preferred stock dividends, as well as any stock dividends paid 
during the period covered by the financial statements. The Exchange 
believes that, taken as a whole, the disclosure provided under these 
items is sufficient for purposes of determining whether an issuer is 
suitable for listing.
    14. Option, Warrants, Conversion Rights, Etc.--
    a. State the terms and conditions of any options, purchase 
warrants, conversion rights or any other commitments, whether of 
definitive or contingent nature (including stock compensation or 
remuneration plans), under which the company may be required to issue 
any of its securities. If there are no such commitments, so state.
     The Exchange proposes to delete this requirement as it is 
duplicative of the disclosure requirements in Items 402, 201(a)(2)(i), 
201(d), 202(c) and 601(b)(10) of Regulation S-K and of Item 10(A) of 
Form 20-F. Disclosure under Item 402 of Regulation S-K is limited to 
plans of benefit that apply to certain directors and officers. However, 
Item 201(d) of Regulation S-K requires tabular disclosure of any 
securities authorized for issuance under equity compensation plans to 
any persons employed by the company, not just executive officers, and 
unless the plan was approved by shareholders, a summary of the terms of 
the plan. Additionally, Item 601(b)(10) requires that any compensatory 
plan, contract or arrangement adopted without the approval of security 
holders must be filed with the SEC. Items 201(a)(2)(i) and 202(c) of 
Regulation S-K require disclosure of all outstanding options and 
warrants, whether or not issued under a compensation plan, relating to 
the class of securities being offered. The Exchange believes that, 
taken as a whole, the disclosure and documentation provided under these 
items is sufficient for purposes of determining whether an issuer is 
suitable for listing.
    b. In the case of options granted to directors, officers or 
employees, and in the case of stock compensation or remuneration plans 
relating to directors, officers or employees, indicate whether or not 
the options or plans, or some measure or proposal implementing them, 
were approved by shareholders, and if so approved, the date of 
approval.
     The Exchange proposes to delete this requirement as it is 
duplicative of Items 201(d) and 601(b)(10) of Regulation S-K and Items 
6(B) and 10(A)(7) of Form 20-F, with the exception that such provisions 
do not require disclosure of the date of approval. The Exchange 
believes that, taken as a whole, the disclosure provided under these 
items is sufficient for purposes of determining whether an issuer is 
suitable for listing.
    15. Litigation--

[[Page 29181]]

    Describe all pending litigation of a material nature in which the 
company, or any of its subsidiaries or controlled companies, may be 
involved which may affect its income from, title to, or possession of 
any of its properties.
     The Exchange proposes to delete this requirement as it is 
duplicative of Item 103 of Regulation S-K and Item 8(A)(7) of Form 20-
F.
    16. Business, Financial and Accounting Policies--
    a. Independent Public Accountants--State the name of independent 
public accountants; how long they have audited the company's accounts; 
when and by whom they were appointed; whether or not they report 
directly to the Board of Directors; whether they make a continuous or 
periodic audit; extent of their authority to examine all records and 
supporting evidence;
     The Exchange proposes to delete this requirement as it is 
duplicative of Rule 2-02 of Regulation S-X and Exchange Act Rule 10A, 
with the exception that such provisions do not require disclosure of 
the how long the public accountants have audited the company's 
accounts, whether their audit is continuous or periodic, or the extent 
of their authority. The Exchange believes that, taken as a whole, the 
disclosure provided under these items is adequate for purposes of 
determining the reliability of the audited financial statements relied 
upon in determining the issuer's qualification for listing.

whether or not they are authorized or invited to attend shareholders' 
meetings; whether they do attend such meetings; and, if they do attend, 
whether or not they are authorized to answer questions raised by 
shareholders.
     The Exchange proposes to delete this requirement as it is 
duplicative of Item 9 of Schedule 14A of the Commission's proxy rules.
    b. Chief Executive Officer--State the name and title of the chief 
executive officer.
     The name and title of the issuer's chief executive officer 
will continue to be a requirement in the Revised Application.
    c. Chief Financial Officer--State the name and title of the 
company's chief financial officer; to whom he reports and the extent of 
his authority; whether or not he attends meetings of the Board of 
Directors.
     The Exchange proposes to delete this requirement as it is 
duplicative of Item 401(b) of Regulation S-K and Item 6(A) of Form 20-
F, with the exception that such provisions do not require disclosure of 
to whom the chief financial officer reports or whether he or she 
attends meetings of the Board of Directors.
    d. Commitments-- Indicate whether or not it is policy of the 
company to make future commodity commitments to an extent which may 
materially affect its financial position.
     The Exchange proposes to delete this requirement as it is 
duplicative of Item 305(b) of Regulation S-K and Item 11(a) of Form 20-
F, as well as the general disclosure requirement of Item 503(c) of 
Regulation S-K.
    e. Indicate whether or not, in the normal course of business, it is 
necessary to expand working capital through short term loans (or 
otherwise) to a material extent.
     The Exchange proposes to delete this requirement as it is 
duplicative of Item 303(a)(1) of Regulation S-K and Item 5(B) of Form 
20-F. The information may also in some circumstances be required by 
Item 101(c) of Regulation S-K.
    f. Other Policies-- In cases where, because of the nature of the 
industry or circumstances peculiar to the company, unique business, 
financial or accounting policies are considered to be of material 
effect in determination of the company's income or its financial 
position, or in interpretation of its financial statements, describe 
such other policies.
     The Exchange proposes to delete this requirement as it is 
duplicative of Items 101 and 303 of Regulation S-K, Items 4 and 5 of 
Form 20-F and FASB ASC 235-10.\24\ While these provisions do not 
specifically require disclosure of unique business or financial 
policies that are considered to be of material effect in determining an 
applicant's income or financial position, the Exchange finds the 
required information adequate because, unless such policies were 
required to be disclosed under Securities Act Rule 408 or Exchange Act 
Rule 12b-20, as applicable, they would not be meaningful in the 
Exchange's analysis of whether a proposed issuance complies with the 
Exchange's listing requirements.
---------------------------------------------------------------------------

    \24\ See FASB ASC 235-10-50-3 (requiring that the financial 
statements ``identify and describe the accounting principles 
followed by the entity and the methods of applying those principles 
that materially affect the determination of financial position, cash 
flows, or results of operations.'') See also Securities Act Release 
No. 33-8350 (December 29, 2003) (``[w]hen preparing disclosure under 
the current requirements [of Item 303], companies should consider 
whether they have made accounting estimates or assumptions where: 
the nature of the estimates or assumptions is material due to the 
levels of subjectivity and judgment necessary to account for highly 
uncertain matters or the susceptibility of such matters to change; 
and the impact of the estimates and assumptions on financial 
condition or operating performance is material. If so, companies 
should provide disclosure about those critical accounting estimates 
or assumptions in their MD&A.'')
---------------------------------------------------------------------------

    17. Financial Statements--
    Include in the listing application the following financial 
statements
    A summary statement of earnings, prepared in conformity with 
generally accepted accounting principles, for the last five fiscal 
years.
     The Exchange proposes to delete this requirement as it is 
duplicative of Item 301 of Regulation S-K and Item 3(A) of Form 20-F.
    Consolidated financial statements, prepared in conformity with 
generally accepted accounting principles, together with the report of 
the company's independent public accountants.
     The Exchange proposes to delete this requirement as it is 
duplicative of Article 3 and Rule 2-02 of Regulation S-X and Item 8(A) 
of Form 20-F.
    Latest available interim financial statements for the current 
fiscal year, prepared in conformity with generally accepted accounting 
principles. The interim statements shall include a report thereon by 
the company's chief financial officer if such statements have not been 
audited.
     The Exchange proposes to delete this requirement as it is 
duplicative of Article 3 and Rules 2-02 and 10-01 of Regulation S-X and 
Item 8(A)(5) of Form 20-F, with the exception that such provisions do 
not require that the company's chief financial officer provide a report 
on the interim financial statements. However, the signature of the 
principal financial officer is required by Forms S-1 and F-1 and also 
by Form 10-Q, the form on which U.S. companies that are Exchange Act 
registrants report their quarterly financial information.
    Pro forma or ``giving effect'' consolidated financial statements in 
cases where there has been, or is contemplated, any major financing, 
recapitalization, acquisition or reorganization.
     The Exchange proposes to delete this requirement as it is 
duplicative of Article 11 of Regulation S-X.
    Parent Company Statements--Statements of the parent company as a 
separate corporate entity may also be required if such statements 
appear essential or desirable. In general, parent company statements 
are not required in cases where the subsidiaries are wholly owned and 
do not have any substantial amount of funded debt outstanding.
     The Exchange proposes to delete this requirement as it is 
duplicative of Rules 5-04(c) and 12-04 of Regulation S-X.

[[Page 29182]]

V. Form of Transfer Agent Agreements
    As noted in Part I, above, the Exchange proposes to delete from the 
Manual the forms of transfer agent and registrar agreements currently 
set forth in Sections 906.01, 906.02 and 906.03 of the Manual. In both 
of its revised listing agreements, the Exchange has included an 
explicit agreement by the applicant issuer to abide by the transfer 
agent and registrar requirements set forth in Section 601.00 of the 
Manual et seq. The following sets forth the requirements currently 
included in the forms of transfer agent and registrar agreements and 
states where each requirement can be found in Section 601.00 of the 
Manual et seq.
Transfer Agent Registrar Agreement--Type A
    1. That its capital, surplus (both capital and earned) and 
undivided profits now aggregate more than $10,000,000, and so long as 
it acts as a transfer agent or registrar, or both, for a single 
security issue or security issues listed on the NYSE, it will continue 
to have capital, surplus and undivided profits aggregating more than 
$10,000,000.
     The Exchange proposes to delete this requirement as it is 
duplicative of Section 601.01(A)(1) of the Manual.
    2. That it will comply with the rules and requirements of the NYSE, 
as the same may from time to time be amended, in regard to the transfer 
and registration of security issues listed on the NYSE.
     The Exchange proposes to delete this requirement as it is 
duplicative of Section 601.01(A)(5) of the Manual.
    3. That it will notify the Exchange, 10 days after the close of 
each calendar quarter, of the number of shares outstanding for each 
security listed on the Exchange.
     The Exchange proposes to delete this requirement as it is 
duplicative of Section 601.00(B) of the Manual.
    4. That before ceasing to act as transfer agent or registrar, or 
both, for any security issue or issues listed on the NYSE it will give 
to the NYSE written notice of its intention to cease to act at least 
five (5) business days before the date after which it will no longer 
act as transfer agent or registrar, or both, provided, however, that no 
such notice shall be required if (1) a transfer agent or registrar, or 
both, approved by the NYSE, is to be substituted for the Agent or (2) 
the Agent is prevented by law or by contract from continuing to act as 
transfer agent or registrar, or both, for the length of time necessary 
to give such notice.
     The Exchange proposes to delete this requirement as it is 
duplicative of Section 601.02 of the Manual.
    5. That the Agent's offices maintained for the purpose of transfer 
activities will be staffed by experienced personnel qualified to handle 
so-called ``legal terms'' and to advise on and handle other transfer 
problems.
     The Exchange proposes to delete this requirement as it is 
duplicative of Section 601.01(A)(6) of the Manual.
    6. That it will provide adequate facilities for the safekeeping of 
securities in its possession or under its control with respect to which 
it acts as transfer agent or registrar or both.
     The Exchange proposes to delete this requirement as it is 
duplicative of Section 601.01(A)(7) of the Manual.
    7. That all securities sent to a transfer agent (i) by mail or a 
commercial delivery service in each case on a same day or next day 
delivery basis, (ii) by a clearing agency registered with the 
Securities and Exchange Commission under Section 17A of the Exchange 
Act (a ``Clearing Agency''), (iii) clearly marked as a record date 
transfer, and (iv) deposited into the mail or with the commercial 
delivery service no later than the record date must, if the Clearing 
Agency so directs in writing in the letter of transmittal, be recorded 
by the transfer agent as having been received as of the record date so 
as to establish the transferee's rights as of that date. For purposes 
of this policy the term ``record date'' shall include any date as of 
which the rights of a shareholder are established.
     The Exchange proposes to delete this requirement as it is 
duplicative of Section 601.01(A)(3) of the Manual.
    8. That in the case of routine transfers, the Agent agrees that any 
NYSE listed security received by the Agent for transfer, will be 
transferred, registered and mailed to the transferee of such security, 
within 48 hours (Saturdays, Sundays and holidays excluded) from the 
time of receipt of the securities by the transfer agent at its address 
designated for registration of transfers.
     The Exchange proposes to delete this requirement as it is 
duplicative of Section 601.01(A)(2) of the Manual.
    9. That it will maintain facilities to expedite transfers, where 
requested, of NYSE listed security issues for which the Agent acts.
     The Exchange proposes to delete this requirement as it is 
duplicative of Section 601.01(A)(8) of the Manual.
    10. That it will be totally responsible and liable for all 
securities for which it acts as Agent from the time the securities are 
delivered to or picked up by it, or by its designated Agent until such 
securities are picked up by or delivered to the recipient pursuant to 
instructions given to the Agent by the recipient.
     The Exchange proposes to delete this requirement as it is 
duplicative of Section 601.01(A)(4) of the Manual.
    11. That in connection with any loss of any security for which the 
Agent acts while such security is in the custody of the Agent or 
arising in connection with any receipt, delivery or transportation of 
any such security by or for the Agent, or any armored car service used 
by the Agent, the Agent agrees that it will at all times maintain 
insurance covering any such loss; that such insurance shall be in the 
amount of not less than $25 million with respect to each such loss; and 
that such insurance shall be payable prior to any other insurance 
covering any such loss that may be maintained by and available to the 
NYSE.
     The Exchange proposes to delete this requirement as it is 
duplicative of Section 601.01(A)(1) of the Manual.
    12. That when acting both as transfer agent and registrar for a 
single security issue, the Agent will assure that these functions are 
maintained separate and distinct with appropriate internal accounting 
controls, subject to an annual review by the Agent's independent 
auditors. Such auditors will provide a report on an annual basis to the 
Agent's Board of Directors with a copy to the NYSE setting forth the 
results of their review. The independent auditor's review shall include 
such tests of the transfer and registration systems and controls 
including the period since the prior examination date as considered 
necessary in the circumstances to establish that the control system is 
basically adequate and that no material weakness in the internal 
control exists. If applicable the auditor's report will comment upon 
any material weaknesses found to exist and shall indicate any 
corrective action taken or proposed.
     The Exchange proposes to delete this requirement as it is 
duplicative of Section 601.01(B) of the Manual.
    13. That if the auditor's report, as outlined in Section 12 above, 
specifies any material weaknesses, the Agent hereby agrees to take 
immediate corrective action. When such corrective steps have been 
completed, the auditor will provide a subsequent letter indicating that 
the material weaknesses have been corrected.
     The Exchange proposes to delete this requirement as it is 
duplicative of Section 601.01(B) of the Manual.
    14. That approval of an Agent to act pursuant to this agreement 
will not be granted until such time as an

[[Page 29183]]

independent auditor has submitted a report covering the results of such 
review to the Agent's Board of Directors and to the NYSE in a form 
satisfactory to the NYSE.
     The Exchange proposes to delete this requirement as it is 
duplicative of Section 601.01(B) of the Manual.
    15. That the NYSE may at any time determine that the Agent is no 
longer a qualified transfer agent or registrar, or both, of a security 
issue or issues listed on the NYSE in the event the Agent fails to 
comply with all or any part of the provisions of this Agreement.
     The Exchange proposes to delete this requirement as it is 
duplicative of Section 601.01(A)(9) of the Manual.
    16. The Agent hereby appoints ------------ as its agent for service 
of process in connection with matters arising out of or by reason of 
Agent's acting as transfer agent or registrar or both, for NYSE listed 
security issues. This appointment shall be limited to process served in 
connection with the performance or failure to perform such services 
including transportation and custody, shall not extend to matters 
unrelated thereto or shall not be or be deemed to be a general 
appointment as agent for service upon the Agent.
     The Exchange proposes to delete this requirement as it is 
duplicative of Section 601.01(A)(15) of the Manual.
    17. For companies required to maintain eligibility for a security 
in a direct registration system pursuant to Para. 501.00 of this 
Manual: The Agent will at all times be eligible either for the direct 
registration system operated by the Depository Trust Company or for 
another direct registration system operated by a securities depository 
that is registered as a clearing agency with the Securities and 
Exchange Commission pursuant to Section 17A(b)(2) of the Exchange Act.
     The Exchange proposes to delete this requirement as it is 
duplicative of Section 601.01(A)(13) of the Manual.
Transfer Agent Registrar Agreement--Type B
    1. That its capital, surplus (both capital and earned) and 
undivided profits now aggregate more than $2,000,000 and so long as it 
acts as a transfer agent or registrar for security issues listed on the 
NYSE, it will continue to have capital, surplus and undivided profits 
aggregating more than $2,000,000.
     The Exchange proposes to delete this requirement as it is 
duplicative of Section 601.01(D) of the Manual.
    2. That it will comply with the rules and requirements of the NYSE, 
as the same may from time to time be amended, in regard to the transfer 
and registration of security issues listed on the NYSE.
     The Exchange proposes to delete this requirement as it is 
duplicative of Section 601.01(A)(5) of the Manual.
    3. That it will notify the Exchange, 10 days after the close of 
each calendar quarter, of the number of shares outstanding for each 
security listed on the Exchange.
     The Exchange proposes to delete this requirement as it is 
duplicative of Section 601.00(B) of the Manual.
    4. That before ceasing to act in either capacity for any security 
issue or issues listed on the NYSE it will give to the NYSE written 
notice of its intention to cease to act at least five (5) business days 
before the date after which it will no longer act as transfer agent, or 
registrar provided, however, that no such notice shall be required if 
(1) a co-transfer agent or registrar approved by the NYSE, is to be 
substituted for the Agent or (2) the Agent is prevented by law or by 
contract from continuing to act as co-transfer agent or registrar for 
the length of time necessary to give such notice.
     The Exchange proposes to delete this requirement as it is 
duplicative of Section 601.02 of the Manual.
    5. That the Agent's offices maintained for the purpose of transfer 
activities be staffed by experienced personnel qualified to handle so-
called ``legal items'' and to advise on and handle other transfer 
problems.
     The Exchange proposes to delete this requirement as it is 
duplicative of Section 601.01(A)(6) of the Manual.
    6. That it will provide adequate facilities for the safekeeping of 
securities in its possession or under its control with respect to which 
it acts as co-transfer agent or registrar.
     The Exchange proposes to delete this requirement as it is 
duplicative of Section 601.01(A)(7) of the Manual.
    7. That, as co-transfer agent, it will be totally responsible and 
liable for all securities for which it acts from the time the 
securities are delivered to or picked up by it, or its designated 
agent, until such securities are picked up by or delivered to the 
recipient pursuant to instructions given to the Agent by the recipient.
     The Exchange proposes to delete this requirement as it is 
duplicative of Section 601.01(A)(4) of the Manual.
    8. That all securities sent to a transfer agent (i) by mail or a 
commercial delivery service in each case on a same day or next day 
delivery basis, (ii) by a clearing agency registered with the 
Securities and Exchange Commission under Section 17A of the Exchange 
Act (a ``Clearing Agency''), (iii) clearly marked as a record date 
transfer, and (iv) deposited into the mail or with the commercial 
delivery service no later than the record date must, if the Clearing 
Agency so directs in writing in the letter of transmittal, be recorded 
by the transfer agent as having been received as of the record date so 
as to establish the transferee's rights as of that date. For purposes 
of this policy the term ``record date'' shall include any date as of 
which the rights of a shareholder are established.
     The Exchange proposes to delete this requirement as it is 
duplicative of Section 601.01(A)(3) of the Manual.
    9. That in the case of routine transfers, the Agent agrees that any 
NYSE listed security delivered to or picked up by the Agent for 
transfer, will be transferred, registered and available for pick up at 
its office within 48 hours (Saturdays, Sundays and holidays excluded) 
from the time of pick up by or delivery to the Agent.
     The Exchange proposes to delete this requirement as it is 
duplicative of Section 601.01(A)(2) of the Manual.
    10. That it will maintain facilities to expedite transfers, where 
requested, of NYSE listed security issues for which the Agent acts.
     The Exchange proposes to delete this requirement as it is 
duplicative of Section 601.01(A)(8) of the Manual.
    11. That the NYSE may at any time determine that the Agent is no 
longer a qualified transfer agent or registrar of security issues 
listed on the NYSE in the event the Agent fails to comply with all or 
any part of the provisions of this Agreement.
     The Exchange proposes to delete this requirement as it is 
duplicative of Section 601.01(A)(9) of the Manual.
Agreement for Corporate Issuers To Act as Transfer Agent and Registrar
    1. That it presently meets the Exchange's applicable minimum 
original or continued numerical standards for listing.
     The Exchange's minimum original and continued numerical 
standards for listing are set forth in Sections 102.00 and 802.01A of 
the Manual. For initial public offerings, the Exchange verifies these 
standards via an underwriter's representation letter. For transfers or 
continued listing issues, the Exchange verifies these standards via 
shareholder lists obtained from the Company, Broadridge Financial 
Solutions or the company's public filings. Because the Exchange can 
independently confirm the minimum original and continued numerical 
standards for listing, the

[[Page 29184]]

Exchange proposes to delete this requirement.
    2. That it will comply with the rules and requirements of the NYSE, 
as the same may from time to time be amended, in regard to the transfer 
and registration of security issues listed on the NYSE.
     The Exchange proposes to delete this requirement as it is 
duplicative of Section 601.01(A)(5) of the Manual.
    3. That it will notify the NYSE 10 days after the close of each 
calendar quarter of the number of shares outstanding for each security 
listed on the Exchange for which it acts as transfer agent and 
registrar.
     The Exchange proposes to delete this requirement as it is 
duplicative of Section 601.00(B) of the Manual.
    4. That before ceasing to act as transfer agent and registrar, it 
will give to the NYSE written notice of its intention to cease to act 
at least five (5) business days before the date after which it will no 
longer act as transfer agent and registrar, provided, however, that no 
such notice shall be required if (1) a transfer agent and registrar 
approved by the NYSE is to be substituted for the Agent or (2) the 
Agent is prevented by law or by contract from continuing to act as 
transfer agent and registrar for the length of time necessary to give 
such notice.
     The Exchange proposes to delete this requirement as it is 
duplicative of Section 601.02 of the Manual.
    5. That the Agent's offices maintained for the purpose of transfer 
activities will be staffed by experienced personnel qualified to handle 
so-called ``legal items'' and to advise on and handle other transfer 
problems.
     The Exchange proposes to delete this requirement as it is 
duplicative of Section 601.01(A)(6) of the Manual.
    6. That it will provide adequate facilities for the safekeeping of 
securities in its possession or under its control with respect to which 
it acts as transfer agent and registrar.
     The Exchange proposes to delete this requirement as it is 
duplicative of Section 601.01(A)(7) of the Manual.
    7. That all securities sent to a transfer agent (i) by mail or a 
commercial delivery service in each case on a same day or next day 
delivery basis, (ii) by a clearing agency registered with the 
Securities and Exchange Commission under Section 17A of the Exchange 
Act (a ``Clearing Agency''), (iii) clearly marked as a record date 
transfer, and (iv) deposited into the mail or with the commercial 
delivery service no later than the record date must, if the Clearing 
Agency so directs in writing in the letter of transmittal, be recorded 
by the transfer agent as having been received as of the record date so 
as to establish the transferee's rights as of that date. For purposes 
of this policy the term ``record date'' shall include any date as of 
which the rights of a shareholder are established.
     The Exchange proposes to delete this requirement as it is 
duplicative of Section 601.01(A)(3) of the Manual.
    8. That in the case of routine transfers, the Agent agrees that its 
NYSE listed securities received by the Agent for transfer, will be 
transferred, registered and mailed to the transferee of such security 
within 48 hours (Saturdays, Sundays and holidays excluded) from the 
time of receipt of the securities by the transfer agent at its address 
designated for registration of transfers.
     The Exchange proposes to delete this requirement as it is 
duplicative of Section 601.01(A)(2) of the Manual.
    9. That it will maintain facilities to expedite transfers, where 
requested, of its NYSE listed security issues.
     The Exchange proposes to delete this requirement as it is 
duplicative of Section 601.01(A)(8) of the Manual.
    10. That it will be totally responsible and liable for all 
securities for which it acts as Agent from the time the securities are 
delivered to or picked up by it, or its designated agent, until such 
securities are delivered to the recipient pursuant to instructions 
given to the Agent by the recipient.
     The Exchange proposes to delete this requirement as it is 
duplicative of Section 601.01(A)(4) of the Manual.
    11. That it will file an agreement with the Exchange indemnifying 
purchasers of its NYSE listed securities from and against any and all 
loss arising out of over/under issuance.
     The Exchange proposes to delete this requirement as it is 
duplicative of Section 601.01(B) of the Manual.
    12. That the Agent will assure that the transfer agent and 
registrar functions are maintained separate and distinct with 
appropriate internal controls, subject to an annual review by the 
Agent's independent auditors. Such auditors will provide a letter on an 
annual basis to the Agent's Board of Directors with a copy to the NYSE 
setting forth the results of their review. The independent auditor's 
review shall include tests of the transfer and registrations systems 
and controls including the period since the prior examination date as 
considered necessary in the circumstances to establish that the control 
system is basically adequate and that no material weakness in the 
internal control exists. If applicable, the auditor's review will 
comment upon any inadequacies found to exist and shall indicate any 
corrective action taken or proposed.
     The Exchange proposes to delete this requirement as it is 
duplicative of Section 601.01(B) of the Manual.
    13. That if the auditor's review, as outlined in Section 12 above, 
specified any inadequacies, the Agent hereby agrees to take immediate 
corrective action. When such corrective steps have been completed, the 
auditors will provide a subsequent letter indicating that the 
inadequacies have been corrected.
     The Exchange proposes to delete this requirement as it is 
duplicative of Section 601.01(B) of the Manual.
    14. That approval to act pursuant to this agreement will not be 
granted until such time as an independent auditor has submitted a 
letter covering the results of such review to the Agent's Board of 
Directors and to the NYSE in a form satisfactory to the NYSE.
     The Exchange proposes to delete this requirement as it is 
duplicative of Section 601.01(B) of the Manual.
    15. That the NYSE may at any time determine that the Agent is no 
longer a qualified transfer agent and registrar for its NYSE listed 
security issues in the event the Agent fails to comply with all or any 
part of the provisions of this Agreement.
     The Exchange proposes to delete this requirement as it is 
duplicative of Section 601.01(A)(9) of the Manual.
    16. For companies required to maintain eligibility for a security 
in a direct registration system pursuant to Para 501.00 of this Manual: 
The Agent will at all times be eligible either for the direct 
registration system operated by the Depository Trust Company or for 
another direct registration system operated by a securities depository 
that is registered as a clearing agency with the Securities and 
Exchange Commission pursuant to Section 17A(b)(2) of the Exchange Act.
     The Exchange proposes to delete this requirement as it is 
duplicative of Section 601.01(A)(13) of the Manual.
2. Statutory Basis
    The proposed rule change is consistent with Section 6(b) \25\ of 
the Exchange Act in general, and furthers the objectives of Section 
6(b)(5) \26\ of the Exchange 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 foster cooperation and 
coordination with persons engaged in facilitating transactions in 
securities,

[[Page 29185]]

and 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 interest. The Exchange believes that the 
proposed rule change is consistent with the investor protection and 
public interest goals of the Exchange Act because a listing applicant 
will continue to undergo a rigorous application process, in which it 
will continue to provide to the Exchange all information necessary for 
the Exchange to make an informed decision about the issuer's 
qualification for listing. In addition, the proposed revised listing 
agreements provide that any listing applicant will agree to comply with 
the Exchange's rules.
---------------------------------------------------------------------------

    \25\ 15 U.S.C. 78f(b).
    \26\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Exchange believes that: (i) The provisions the Exchange 
proposes to include in new Section 107.00 and (ii) the proposal to 
amend Section 802.01D to explicitly include a violation of the listing 
agreement as a basis for delisting are consistent with the protection 
of investors and the public interest. The requirements included in 
proposed Section 107.00 are all policies the Exchange has long applied 
as part of its initial listing process and they are important in 
insuring that only qualified companies are admitted to listing. The 
proposed amendment to Section 802.01D simply makes explicit that it may 
be appropriate in certain circumstances for the Exchange to utilize its 
discretion under that rule to delist a company for a violation of its 
listing agreement.
    The proposed changes to Sections 702.03, 702.04, 901, 902.01 and 
903 of the Manual are consistent with the protection of investors and 
the public interest, as the proposed changes do not to weaken 
regulatory requirements but instead simply streamline the Exchange's 
listing application process and the organization of the Manual by 
deleting from the Manual documents that will now be made available on 
the Exchange's Web site.
    The proposed changes to Sections 104.00, 702.00 and 702.02 of the 
Manual are consistent with the protection of investors and the public 
interest, as the proposed changes do not to weaken regulatory 
requirements, but instead simply provide a more helpful description of 
the Exchange's confidential review of eligibility and overall listing 
process. The indicative timeline proposed to be deleted from Section 
702.02 is very approximate and does not necessarily bear any relation 
to the listing experience of any individual company. The Exchange 
believes these changes, as described in Part I above, will make the 
relevant sections more informative for listing applicants and add 
transparency and clarity to the Exchange's rules.
    The Exchange's proposed changes to Sections 906.01, 906.02, 906.03, 
601.01 and 601.03 of the Manual, deleting the requirements with respect 
to transfer agent and registrar agreements, are consistent with the 
protection of investors and the public interest, as a listing applicant 
will continue to be required to explicitly agree in the revised listing 
agreement that it will have a qualified transfer agent and registrar at 
all times while listed on the Exchange.
    The proposed modifications to the listing application are 
consistent with the protection of investors and the public interest, 
because the Exchange is simply eliminating from the application 
information requirements that are duplicative of disclosure 
requirements under the Federal securities laws or where similar 
disclosure provisions under the Federal securities laws provide 
information sufficient for the Exchange to make informed determinations 
about the suitability of issuers for listing.
    The proposed modifications to the domestic and foreign listing 
agreements are consistent with the protection of investors and the 
public interest because, as described in detail in Parts II and III of 
the ``Purpose'' section of this filing, any requirements that are 
eliminated are either: (i) Duplicative of provisions included elsewhere 
in the Manual as listing rules; (ii) no longer applicable because the 
SEC has previously approved the elimination of an identical listing 
rule requirement; (iii) no longer relevant in light of changes to the 
structure and practices in the securities markets; or (iv) proposed 
additions to the Manual as listing rules.
    The Exchange's proposed changes to Sections 701.02, 702.06 and 703 
of the Manual, as described in Part I above, are technical and 
conforming changes that are non-substantive in nature.
    The Exchange's proposed deletion of Section 702.01 of the Manual in 
its current form, as described more fully in Part I of the ``Purpose'' 
section of this filing, is consistent with the protection of investors 
and the public interest, as it simply eliminates a description which is 
not accurate as it relates to the listing application process proposed 
to be adopted pursuant to this filing.
    The proposed deletion of Section 702.05 of the Manual is consistent 
with the protection of investors and the public interest, because 
market participants and investors no longer need to rely on the 
publication of an issuer's listing application by the Exchange for 
information about the issuer, as all disclosures material to an 
investment in that issuer's securities must be included in such 
issuer's SEC filings.
    The proposed deletions of Sections 904.01-904.03 of the Manual are 
consistent with the protection of investors and the public interest, 
as: (i) The Stock Distribution Schedule in Section 904.01 is obsolete 
because the Exchange obtains the distribution information it needs from 
the Company's transfer agent; (ii) the information required by Section 
904.02 would be required to be included in the revised listing 
application; and (iii) the ``Due Bill'' Form Letter included in Section 
904.03 is no longer used, as investors have access to this information 
in real time through online market data service providers.

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. The proposed rule change does not 
substantively alter the requirements for initial listing in any 
material respect and therefore will not advantage the Exchange in 
competing for new listings.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    No written comments were solicited or received with respect to the 
proposed rule change.

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

    Within 45 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 or disapprove 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:

[[Page 29186]]

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to rule-comments@sec.gov. Please include 
File Number SR-NYSE-2013-33 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-NYSE-2013-33. This file 
number should be included on the subject line if email 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 Web site viewing and 
printing in the Commission's Public Reference Room, 100 F Street NE., 
Washington, DC 20549, on official business days between the hours of 10 
a.m. and 3 p.m. Copies of the filing will also 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-2013-33 and should be 
submitted on or before June 7, 2013.
---------------------------------------------------------------------------

    \27\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\27\
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2013-11759 Filed 5-16-13; 8:45 am]
BILLING CODE 8011-01-P


