[Federal Register Volume 73, Number 155 (Monday, August 11, 2008)]
[Notices]
[Pages 46672-46674]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E8-18370]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-58301; File No. SR-NYSE-2008-56]
Self-Regulatory Organizations; New York Stock Exchange LLC;
Notice of Filing of Proposed Rule Change To Amend Section 902.09 of the
Listed Company Manual To Establish Fees for Securities Listed Under
Sections 703.21 and 703.22 of the Listed Company Manual and Traded on
NYSE Bonds and To Waive Fees for Structured Products Transferred From
the Amex to the NYSE
August 4, 2008.
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 July 24, 2008, the New York Stock Exchange LLC (``NYSE'' or
``Exchange'') filed with the Securities and Exchange Commission
(``Commission'') the proposed rule change as described in Items I, II,
and III below, which Items have been prepared by the Exchange. The
Commission is publishing this notice to solicit comments on the
proposal from interested persons.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to amend Section 902.09 of the Listed Company
Manual (the ``Manual'') to extend the initial and continued listing
fees charged thereunder to securities listed under Section 703.21
(Equity-Linked Debt Securities) and Section 703.22 (Index-Linked
Securities) and traded on NYSE Bonds. In addition, the Exchange
proposes to waive, in connection with transfers to the NYSE from NYSE
Alternext US \3\ after the closing of the purchase of the American
Stock Exchange LLC (the ``Amex'') by NYSE Euronext (the ``Merger''),
(i) all fees payable under Section 902.08 in connection with such
transfers, and (ii) in the case of securities that will be traded on
NYSE Bonds, all fees payable under Section 902.09 in connection with
such transfer, including the prorated annual fee payable for the
calendar year in which the transfer occurs. The fee waiver described in
the previous sentence will only apply (i) if such transfer occurs
during the calendar year in which the Merger is consummated and (ii) if
the Merger is consummated no later than March 31, 2009.
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\3\ After the Merger, the name of the Amex will be changed to
NYSE Alternext U.S. LLC and the revised rule text in Exhibit 5
reflects that name change.
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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 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 these statements may be examined at
the places specified in Item IV below. The NYSE 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
The Exchange proposes to amend Section 902.09 of the Manual to
extend the initial and continued listing fees charged thereunder to
securities listed under Section 703.21 (Equity-Linked Debt Securities)
and Section 703.22 (Index-Linked Securities) and traded on NYSE Bonds.
In addition, the Exchange proposes to waive, in connection with
transfers to the NYSE from NYSE Alternext U.S. after the closing of the
Merger, (i) all fees payable under Section 902.08 in connection with
such transfers, and (ii) in the case of securities that will be traded
on NYSE Bonds, all fees payable under Section 902.09 in connection with
such transfer, including the prorated annual fee payable for the
calendar year in which the transfer occurs. The fee waiver described in
the previous sentence will only apply (i) if such transfer occurs
during the calendar year in which the Merger is consummated and (ii) if
the Merger is consummated no later than March 31, 2009.
The Exchange has noted that it does not currently set forth in the
Manual any listing fees for securities that are listed under either
Section 703.21 (Equity-Linked Debt Securities) or Section 703.22
(Index-Linked Securities) and traded on NYSE Bonds. The Exchange has
not previously listed any securities under Sections 703.21 or 703.22
that traded on NYSE Bonds and, as a consequence, this filing is
adopting fees for such listings for the first time. We have determined
that the most appropriate fee schedule for these securities is that set
forth in Section 902.09.
[[Page 46673]]
NYSE Euronext, the ultimate parent company of the Exchange, has
agreed to acquire the Amex pursuant to an Agreement and Plan of Merger,
dated as of January 17, 2008. It is currently anticipated that the
acquisition will be consummated during the third quarter of 2008.\4\ In
connection with the acquisition, NYSE Euronext intends to discontinue
the listing on NYSE Alternext U.S. of bonds and structured products
issued in $1,000 face amounts. To the extent that these securities
qualify for listing under the applicable NYSE standards, the Exchange
will encourage the issuers to apply to list those securities on the
NYSE for trading on NYSE Bonds. As the issuers of these securities will
already have paid listing fees to NYSE Alternext U.S. and will be
transferring to the NYSE as a result of a business decision made by
NYSE Euronext, the Exchange proposes to waive all listing fees that
would be payable in connection with the listing of securities
transferred from NYSE Alternext U.S. and traded on NYSE Bonds,
including securities listed under Sections 703.19, 703.21 and 703.22
\5\. This waiver will only take effect upon consummation of NYSE
Euronext's acquisition of the Amex.
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\4\ The members of the Amex voted to approve the transaction on
June 17, 2008. No vote of the NYSE Euronext shareholders is
required. The sole remaining condition to the consummation of the
transaction is the approval by the Division of Trading and Markets
of certain rule filings the NYSE and Amex expect to submit in the
near future.
\5\ As annual fees for listed securities are calculated based on
the number of securities outstanding on January 1 and billed on an
annual basis, the proposed fee waiver will not apply to additional
securities of a class that has been transferred from NYSE Alternext
U.S. that are issued after the date of transfer.
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The Exchange believes the proposed fee waiver does not render the
allocation of its listing fees inequitable or unfairly discriminatory,
in particular because, after the Merger, NYSE Regulation, Inc. (``NYSE
Regulation'') will perform listed company regulation for both the
Exchange and NYSE Alternext U.S., including a substantial review of
companies upon original listing. Many of the regulatory staff who
currently perform initial and continued listing reviews at the Amex
will become employees of NYSE Regulation at the time of the Merger and
will continue to perform the same duties with respect to Amex companies
after the Merger. Securities transferring from NYSE Alternext U.S. will
be subjected to the same rigorous regulatory review as any other
applicant for listing on the Exchange. However, the Exchange expects
that, on average, the review of securities transferring from NYSE
Alternext U.S. to the Exchange will be less costly than the review of a
transfer from an unaffiliated market, as the Amex listing regulatory
staff that will have been absorbed by NYSE Regulation will already have
performed a substantial review of any Amex-listed company, and NYSE
Regulation will be able to rely on that prior work as a baseline in
qualifying the company for listing on the Exchange and in conducting
ongoing compliance activities with respect to any such company.
Furthermore, the Exchange anticipates that the revenue it foregoes as a
consequence of this waiver will be an immaterial amount that would not
have any impact on its ability to finance its regulatory activities. In
addition, in light of the low level at which fees are set for listing
on NYSE Bonds, the associated loss of revenue will be immaterial and
will not impact the Exchange's ability to finance its regulatory
activities.
2. Statutory Basis
The basis under the Exchange Act for this proposed rule change is
the requirement under Section 6(b)(4) \6\ that an exchange have rules
that provide for the equitable allocation of reasonable dues, fees and
other charges among its members and other persons using its facilities.
The Exchange believes that the proposed fee waiver does not render the
allocation of its listing fees inequitable or unfairly discriminatory
because it is simply a recognition of the fact that companies
transferring their listing from NYSE Alternext U.S. will already have
paid fees to another exchange which will, upon consummation of the
acquisition, be under the same ownership as the Exchange. The Exchange
believes that the fee waiver is appropriate because the same regulatory
staff will review securities on all three markets and the Exchange will
therefore benefit from regulatory efficiencies arising out of NYSE
Regulation's prior examination of any companies that transfer. In
addition, in light of the low level at which fees are set for listing
on NYSE Bonds, the associated loss of revenue will be immaterial and
will not impact the Exchange's ability to finance its regulatory
activities.
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\6\ 15 U.S.C. 78f(b)(4).
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B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposed rule change will
impose any burden on competition that is not necessary or appropriate
in furtherance of the purposes of the Exchange Act.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants or Others
Written comments were neither solicited nor received.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
Within 35 days of the date of publication of this notice in the
Federal Register or within such longer period (i) as the Commission may
designate up to 90 days of such date if it finds such longer period to
be appropriate and publishes its reasons for so finding or (ii) as to
which the self-regulatory organization consents, the Commission will:
(A) By order approve such proposed rule change, or
(B) institute proceedings to determine whether the proposed rule
change should be disapproved.
IV. Solicitation of Comments
Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:
Electronic Comments
Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
Send an e-mail to [email protected]. Please include
File Number SR-NYSE-2008-56 on the subject line.
Paper Comments
Send paper comments in triplicate to Secretary, Securities
and Exchange Commission, 100 F Street, NE., Washington, DC 20549-1090.
All submissions should refer to File Number SR-NYSE-2008-56. This file
number should be included on the subject line if e-mail is used. To
help the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all
written statements with respect to the proposed rule change that are
filed with the Commission, and all written communications relating to
the proposed rule change between the
[[Page 46674]]
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, 100 F Street, NE., Washington, DC 20549, on official
business days between the hours of 10 a.m. and 3 p.m. Copies of such
filing also will be available for inspection and copying at the
principal office of the Exchange. All comments received will be posted
without change; the Commission does not edit personal identifying
information from submissions. You should submit only information that
you wish to make available publicly. All submissions should refer to
File Number SR-NYSE-2008-56 and should be submitted on or before
September 2, 2008.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\7\
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\7\ 17 CFR 200.30-3(a)(12).
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Florence E. Harmon,
Acting Secretary.
[FR Doc. E8-18370 Filed 8-8-08; 8:45 am]
BILLING CODE 8010-01-P