[Federal Register Volume 65, Number 250 (Thursday, December 28, 2000)]
[Notices]
[Pages 82429-82430]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 00-33127]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-43741; File No. SR-NYSE-00-47]
Self-Regulatory Organizations; Notice of Filing and Order
Granting Accelerated Approval of Proposed Rule Change by the New York
Stock Exchange, Inc. Relating to Listed Company Fees
December 19, 2000.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that
on November 29, 2000, the New York Stock Exchange, Inc. (``NYSE'' or
``Exchange'') filed with the Securities and Exchange Commission
(``SEC'' or ``Commission'') the proposed rule change as described in
Items I and II below, which Items have been prepared by the Exchange.
The Commission is publishing this notice to solicit comments on the
proposed rule change from interested persons and to approve the
proposal on an accelerated basis.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of
Substance of the Proposed Rule Change
The NYSE proposes to amend Paragraphs 902.02 through .04 of the
Exchange's Listed Company Manual (the ``Manual''), conforming the
minimum original listing fee for overseas companies to that applied to
domestic companies earlier this year, increasing the minimum continuing
listing fee applicable to domestic companies, and adopting a specific
schedule for closed-end funds. The text of the proposed rule change is
available at the Office of the Secretary, the NYSE, and at the
Commission.
II. Self-Regulatory Organization's Statements of the Purpose of,
and Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, the Exchange included statements
concerning the purpose of and basis for the proposed rule change and
discussed any comments it received on the proposed rule change. The
text of these statements may be examined at the places specified in
Item III below. The Exchange has prepared summaries, set forth in
sections A, B, and C below, of the most significant aspects of such
statements.
[[Page 82430]]
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
Earlier this year the Exchange amended its listing fee schedule to
implement a minimum original listing fee for each domestic issuer
(excluding closed-end funds).\3\ Having had a positive experience with
this matter, and to achieve greater consistency in the minimum fee
applicable to domestic and overseas companies, the Exchange proposes to
raise the minimum original listing fee for overseas companies to
$150,000 as well, from its present level of $100,000.
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\3\ See Securities Exchange Act Release No. 42604 (March 31,
2000), 65 FR 18415 (April 7, 2000) (SR-NYSE-00-10).
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The Exchange also imposes on listed companies continuing annual
fees, generally based on the number of shares listed on the Exchange.
Currently the Exchange imposes a minimum continuing fee for overseas
companies of $35,000, while the minimum for domestic companies is
$16,170. Again, having had a positive experience with the minimum
continuing annual fee applicable to overseas companies, the Exchange
proposes to raise the minimum continuing annual fee for domestic
companies to the same level, $35,000. Companies with more than one
class of common stock where both issues are below the new minimum fee
would incur an increased fee only on the issue with the most shares
outstanding. The other class would be charged at the per share and
minimum rate in effect today. In addition, companies that listed during
2000 will be billed for the year 2001 only at the per share and minimum
rate in effect today, moving to the new schedule in 2002.
The minimum continuing fee for closed-end funds would be $25,000
for funds with ten million shares or less; those with greater than ten
million shares would pay a minimum of $35,000. Families of funds with
from five to fifteen funds outstanding would receive a discount of 5%,
while those with greater than fifteen funds listed on the Exchange
would receive a 10% discount on the continuing annual fee applied to
each fund.
The Exchange has a separate schedule of fees for ``short-term
securities,'' which are securities having a term of seven years or less
(e.g., index warrants, foreign currency warrants, contingent value
rights, etc.). The minimum continuing annual fee for short-term
securities is being raised to $17,500, in line with the increase
discussed above for regular common stock.
Finally, the Exchange considers it appropriate to specify a
separate annual continuing fee minimum of $3,600 for other equity
issues as specified in Section 902.02 of the Manual.
The Exchange proposes to implement all the foregoing changes as of
January 1, 2001.
2. Statutory Basis
The Exchange believes the proposed rule change is consistent with
Section 6(b) of the Act \4\ in general, and furthers the objectives of
Section 6(b)(4) of the Act \5\ in particular, in that it provides for
the equitable allocation of reasonable dues, fees, and other charges
among its members and issuers and other persons using its facilities.
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\4\ 15 U.S.C. 78f(b).
\5\ 15 U.S.C. 78f(b)(4).
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B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange believes that the proposed fee change will not impose
any burden on competition that is not necessary or appropriate in the
furtherance of the purposes of the Act.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants or Others
The Exchange neither solicited nor received any written comments on
the proposed rule change.
III. 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. Persons making written submissions
should file six copies thereof with the Secretary, Securities and
Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609.
Copies of the submission, all subsequent amendments, all written
statements with respect to the proposed rule change that are filed with
the Commission, and all written communications relating to the proposed
rule change between the Commission and any person,other than those that
may be withheld from the public in accordance with the provisions of 5
U.S.C. 552, will be available for inspection and copying in the
Commission's Public Reference Room. Copies of such filing will also be
available for inspection and copying at the principal office of the
NYSE. All submissions should refer to File No. SR-NYSE-00-47 and should
be submitted by January 18, 2001.
IV. Commission's Findings and Order Granting accelerated Approval
of Proposed Rule Change
The Commission finds that the proposed rule change is consistent
with the requirements of the Act and the rules and regulations
thereunder applicable to a national securities exchange. In particular,
the Commission finds that the proposed rule change is consistent with
Section 6(b)(4) of the Act, which provides for the equitable allocation
of reasonable dues, fees, and other charges among an exchange's members
and issuers and other persons using its facilities.\6\ The Commission
believes that the Exchange's changes to its listing fees are not
unreasonable.
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\6\ 15 U.S.C. 78f(b)(4).
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Finally, the Commission, pursuant to Section 19(b)(2) of the
Act,\7\ finds good cause for approving the proposed rule change prior
to the thirtieth day after the date of publication of notice thereof in
the Federal Register.\8\ The Commission notes that granting accelerated
approval to this proposal will allow the NYSE to implement the fee
changes by January 1, 2001. Accordingly, the Commission finds that
there is good cause, consistent with Section 19(b)(2) of the Act,\9\ to
approve the proposal on an accelerated basis.
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\7\ 15 U.S.C. 78s(b)(2).
\8\ In approving this proposal, the Commission has considered
its impact on efficiency, competition, and capital formation. 15
U.S.C. 78c(f).
\9\ 15 U.S.C. 78s(b)(2).
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V. Conclusion
It is therefore ordered, pursuant to Section 19(b)(2) of the
Act,\10\ that the proposed rule change (SR-NYSE-00-47) is hereby
approved on an accelerated basis.
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\10\ Id.
For the Commission, by the Division of Market Regulation,
pursuant to delegated authority.\11\
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\11\ 17 CFR 200.30-3(a)(12).
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Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 00-33127 Filed 12-27-00; 8:45 am]
BILLING CODE 8010-01-M