[Federal Register Volume 66, Number 45 (Wednesday, March 7, 2001)]
[Notices]
[Pages 13821-13822]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 01-5539]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-44018; File No. SR-NYSE-01-04]
Self-Regulatory Organizations; Notice of Filing and Immediate
Effectiveness of Proposed Rule Change by the New York Stock Exchange,
Inc., to Extend the Pilot Regarding Shareholder Approval of Stock
Option Plans Through March 31, 2001
February 28, 2001.
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 February 26, 2001, 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, II, and III 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.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of
Substance of the Proposed Rule Change
The Exchange proposes to extend, until March 31, 2001, the
effectiveness of the amendments to section 312.01, 312.03 and 312.04 of
the Exchange's Listed Company Manual with respect to the definition of
a ``broadly based'' stock option plan, which amendments were approved
by the Commission on a pilot basis (the ``Pilot'') on June 4, 1999.\3\
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\3\ Securities Exchange Act Release No. 41479, 64 FR 31667 (June
11, 1999).
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II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, the Exchange included statements
concerning the purpose of and basis for the proposed rule change and
discussed any comments it received on the proposed rule change. The
text of these statements may be examined at the places specified in
Item IV below. The Exchange has prepared summaries, set forth in
Sections A, B, and C below, of the most significant aspects of such
statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
On July 12, 2000, the Exchange filed a proposed rule change seeking
to extend the effectiveness of the Pilot until September 30, 2003.\4\
Following receipt of comments from interested parties and the SEC
staff, on January 19, 2001, the Exchange filed an Amendment No. 1 to
that filing proposing to shorten the three-year extension until
September 30, 2001, and to amend the definition of ``broadly based''
under the Exchange's rule.\5\ Prior to the filing of Amendment No. 1,
the Pilot had been extended to provide the Commission and the Exchange
with additional time to review and evaluate comment letters submitted
to the Commission regarding the Extension Proposal.\6\
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\4\ Securities Exchange Act Release No. 43111 (August 2, 2000),
65 FR 49046 (August 10, 2000) (``Extension Proposal'').
\5\ See letter from James E. Buck, Senior Vice President and
Secretary, NYSE, to Nancy J. Sanow, Assistant Director, Division of
Market Regulation, SEC dated January 18, 2001 and accompanying
amended Form 19b-4 (``Amendment No. 1'').
\6\ See Securities Exchange Act Release No. 43647 (November 30,
2000), 65 FR 77407 (December 11, 2000) (proposal to extend the
effectiveness of the pilot through February 28, 2001). See also
Securities Exchange Act Release No. 43329 (October 2, 2000), 65 FR
58833 (October 2, 2000) (proposal to extend the effectiveness of the
pilot period through November 30, 2000).
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The Exchange now proposes to further extend the effectiveness of
the Pilot until March 31, 2001 to provide the Commission and the
Exchange with additional time to complete the review and evaluation of
the above-referenced comment letters.
2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with section 6(b)(5) of the Act,\7\ which requires, among other things,
that the rules of an exchange be 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, to remove
impediments to and perfect the mechanism of a free and open market and
a national market system and, in general, to protect investors and the
public interest.
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\7\ 15 U.S.C. 78f(b)(5).
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B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposed rule change will
impose
[[Page 13822]]
any burden on competition that is not necessary or appropriate in
furtherance of the purposes of the Act.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received from Members, Participants or Others
The Exchange has neither solicited nor received written comments on
the proposed rule change.
III. Date of Effectiveness of the Proposed Rule Change and Timing
for Commission Action
Because the proposed rule change (1) does not significantly affect
the protection of investors or the public interest; (2) does not impose
any significant burden on competition; and (3) does not become
operative for 30 days from the date of filing, or such shorter time as
the Commission may designate if consistent with the protection of
investors and the public interest, the proposed rule change has become
effective pursuant to section 19(b)(3)(A) of the Act\8\ and Rule 19b-
4(f)(6)\9\ thereunder.\10\
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\8\ 15 U.S.C. 78s(b)93)(A).
\9\ 17 CFR 240.19b-4(f)(6).
\10\ As required under Rule 19b-4(f)(6)(iii), the Exchange
provided the Commission with written notice of its intent to file
the proposed rule change at least five business days prior to the
filing date or such shorter time as designated by the Commission.
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A proposed rule change filed under Rule 19b-4(f)(6)\11\ normally
does not become operative prior to 30 days after the date of filing.
However, pursuant to Rule 19b-4(f)(6)(iii),\12\ the commission may
designate a shorter time if such action is consistent with the
protection of investors and public interest. The Exchange seeks to have
the proposed rule change become operative on or before February 28,
2001, in order to allow the Pilot to continue in effect on an
uninterrupted basis.
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\11\ 17 CFR 240.19b-4(f)(6).
\12\ 17 CFR 240.19b-4(f)(6)(iii).
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The Commission, consistent with the protection of investors and the
public interest, has determined to make the proposed rule change
operative immediately through March 31, 2001. The extension of the
Pilot will provide the Commission with additional time to review and
evaluate the Extension Proposal.
The Commission notes that unless the Pilot is extended, the Pilot
will expire and the provisions of Sections 312.01, 312.03, and 312.04
of the Exchange's Listed Company Manual that were amended in the Pilot
will revert to those in effect prior to June 4, 1999. The Commission
believes that such a result could lead to confusion.
Based on these reasons, the Commission believes that it is
consistent with the protection of investors and the public interest
that the proposed rule change become operative immediately through
March 31, 2001. At any time within 60 days of the filing of the
proposed rule change, the Commission may summarily abrogate such rule
change if it appears to the Commission that such action is necessary or
appropriate in the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of the Act.
IV. Solicitation of Comments
Interested persons are invited to submit written data, views and
arguments concerning the foregoing, including whether the proposal 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-01-04 and should be
submitted by March 28, 2001.
For the Commission, by the Division of Market Regulation,
pursuant to delegated authority.\13\
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\13\ 17 CFR 200.30-3(a)(12).
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Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 01-5539 Filed 3-6-01; 8:45 am]
BILLING CODE 8010-01-M