Self-Regulatory Organizations; New York Stock Exchange, Inc.; Notice of Filing of Proposed Rule Change and Amendment No. 1 Thereto Relating To Amending Exchange Delisting Rules To Conform to Recent Amendments to Commission Rules Regarding Removal From Listing and Withdrawal From Registration, 14275-14278 [06-2753]

Download as PDF 14275 Federal Register / Vol. 71, No. 54 / Tuesday, March 21, 2006 / Notices UTDF, and Nasdaq feeds. When resuming trading after a halt where the issue has already traded during normal market hours on that trading day, NOOP computation will be suppressed. 2. Statutory Basis Nasdaq believes that the proposed rule change is consistent with the provisions of section 15A of the Act,4 in general, and with section 15A(b)(6) of the Act,5 in particular, in that section 15A(b)(6) requires the NASD’s rules to be designed, among other things, to protect investors and the public interest. Nasdaq’s current proposal is consistent with the NASD’s obligations under these provisions of the Act because it will result in a more orderly opening for stocks that are the subject of a trading halt initiated under NASD Rule 4120. The proposed rule change will prevent the occurrence of locked and crossed markets in halted securities and will preserve price discovery and transparency that is vital to an effective opening of trading. B. Self-Regulatory Organization’s Statement on Burden on Competition Nasdaq believes that the proposed rule change would impose no 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 Nasdaq did not solicit or receive any written comments with respect to the proposal. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action sroberts on PROD1PC70 with NOTICES 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 Nasdaq 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.6 4 15 U.S.C. 78o–3. 5 15 U.S.C. 78o–3(b)(6). 6 Nasdaq requested that the Commission grant accelerated approval of the proposed rule change. The Commission will consider granting accelerated approval after the end of the comment period. VerDate Aug<31>2005 19:30 Mar 20, 2006 Jkt 208001 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: • Use the Commission’s Internet comment form (https://www.sec.gov/ rules/sro.shtml); or • Send an e-mail to rulecomments@sec.gov. Please include File Number SR–NASD–2006–015 on the subject line. Paper Comments • Send paper comments in triplicate to Nancy M. Morris, Secretary, Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549–1090. All submissions should refer to File Number SR–NASD–2006–015. 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 (https://www.sec.gov/ rules/sro.shtml). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for inspection and copying in the Commission’s Public Reference Room. Copies of such filing also will be available for inspection and copying at the principal office of Nasdaq. 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–NASD–2006–015 and should be submitted on or before April 11, 2006. PO 00000 CFR 200.30–3(a)(12). Frm 00112 Fmt 4703 BILLING CODE 8010–01–P SECURITIES AND EXCHANGE COMMISSION Electronic Comments 7 17 For the Commission, by the Division of Market Regulation, pursuant to delegated authority.7 Nancy M. Morris, Secretary. [FR Doc. E6–4058 Filed 3–20–06; 8:45 am] Sfmt 4703 [Release No. 34–53494; File No. SR–NYSE– 2005–72] Self-Regulatory Organizations; New York Stock Exchange, Inc.; Notice of Filing of Proposed Rule Change and Amendment No. 1 Thereto Relating To Amending Exchange Delisting Rules To Conform to Recent Amendments to Commission Rules Regarding Removal From Listing and Withdrawal From Registration March 16, 2006. 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 October 20, 2005, the New York Stock Exchange, Inc. (‘‘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. On December 22, 2005, the Exchange filed Amendment No. 1 to the proposed rule change.4 The Commission is publishing this notice to solicit comments on the proposed rule change, as amended, from interested persons. I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to modify the Listed Company Manual requirements relating to delisting procedures. The proposed rule change, as amended, reflects modifications of the Exchange’s delisting rules to conform to the requirements of recently adopted Commission Rule 12d2–2.5 The text of the proposed rule change is below. Proposed new language is in italics; proposed deletions are in [brackets]. * * * * * Listed Company Manual * * * 1 15 * * U.S.C. 78s(b)(1). U.S.C. 78a. 3 17 CFR 240.19b–4. 4 In Amendment No. 1, the Exchange made clarifying changes to Item 3 of the Exchange’s Form 19b–4 and to Exhibit 1. 5 17 CFR 240.12d2–2. 2 15 E:\FR\FM\21MRN1.SGM 21MRN1 14276 804.00 Federal Register / Vol. 71, No. 54 / Tuesday, March 21, 2006 / Notices Procedure for Delisting sroberts on PROD1PC70 with NOTICES * * * * * The following will be the operative text of Section 804.00 effective as of April 24, 2006: • If the Exchange staff should determine that a security be removed from the list, it will so notify the issuer in writing, describing the basis for such decision and the specific policy or criterion under which such action is to be taken. The Exchange will simultaneously (1) issue a press release disclosing the company’s status and the basis for the Exchange’s determination and (2) begin daily dissemination of ticker and information notices identifying the security’s status, and include similar information on the Exchange’s Web site. • The notice to the issuer [shall] will also inform the issuer of its right to a review of the determination by a Committee of the Board of Directors of the Exchange [(a majority of the members of such Committee voting on each determination must be public Directors)], provided a written request for such a review is filed with the Secretary of the Exchange within ten business days after receiving the aforementioned notice. Such written request must state with specificity the grounds on which the issuer intends to challenge the determination of the Exchange staff, must indicate whether the issuer desires to make an oral presentation to the Committee, and must be accompanied or preceded by payment of a non-refundable appeal fee in the amount of $20,000. • If the issuer does not request a review within the specified period, the Exchange [shall] will suspend trading in the security and [an application by the Exchange staff to] will file a Form 25 with the Securities and Exchange Commission to strike the security from listing and furnish a copy of such [application shall be furnished] Form 25 to the issuer in accordance with Section 12 of the Securities Exchange Act of 1934 and the rules promulgated thereunder. Prior to filing a Form 25 with the Securities and Exchange Commission, the Exchange will give public notice of its final determination to remove the security from listing by issuing a press release and posting a notice on its Web site. Such notice will remain posted on the Exchange’s Web site until the delisting is effective pursuant to Section 12 of the Securities Exchange Act of 1934 and the rules promulgated thereunder. • If a review is requested, the review will be scheduled for the first Review Day which is at least 25 business days VerDate Aug<31>2005 19:01 Mar 20, 2006 Jkt 208001 from the date the request for review is filed with the Secretary of the Exchange, unless the next subsequent Review Day must be selected to accommodate the Committee’s schedule. [The chairman of the Committee will disclose to the company and the staff at the commencement of the review which of the industry Directors present will be voting on the matter, although all directors will be entitled to participate in the discussion.] The Committee’s review and final decision [shall] will be based on oral argument (if any) and the written briefs and accompanying materials submitted by the parties. The company [shall] will not be permitted to argue grounds for reversing the staff’s decision that are not identified in its request for review, however, the company may ask the Committee for leave to adduce additional evidence or raise arguments not identified in its request for review, if it can demonstrate that the proposed additional evidence or new arguments are material to its request for review and that there was reasonable ground for not adducing such evidence or identifying such issues earlier. This section [shall] will not, however, (i) authorize a company to seek to file a reply brief in support of its request for review or (ii) be deemed to limit the staff’s response to a request for review to the issues raised in the request for review. Upon review of a properly supported request, the Committee may in its sole discretion permit new arguments or additional evidence to be raised before the Committee. Following such event, the Committee may, as it deems appropriate, (i) itself decide the matter, or (ii) remand the matter to the staff for further review. Should the Committee remand the matter to the staff, the Committee will instruct the staff to (i) give prompt consideration to the matter, and, (ii) complete its review and inform the Committee of its conclusions no later than seven (7) days before the first Review Day which is at least 25 business days from the date the matter is remanded to the staff. • A request for review will ordinarily stay the suspension of the subject security pending the review, but the Exchange staff may immediately suspend from trading any security pending review should it determine that such immediate suspension is necessary or appropriate in the public interest, for the protection of investors, or to promote just and equitable principles of trade. • Promptly following receipt of a request for review and the appeal fee, the Exchange’s Office of the General Counsel will notify the issuer and the PO 00000 Frm 00113 Fmt 4703 Sfmt 4703 Exchange staff of the scheduled Review Day and the briefing schedule. The schedule will be set by the Office of the General Counsel so as to provide the Committee adequate time to review materials submitted to it, with the remaining time split so as to afford the issuer and the Exchange staff substantially equal periods for the submission of a brief by the issuer and a responsive brief by the Exchange staff. Each party must submit its brief and any accompanying materials to both its counterparty and to the Office of the General Counsel of the Exchange, and must do so by means calculated to ensure the party’s submission reaches both the Office of the General Counsel and the counterparty at or prior to the deadline specified in the briefing schedule. • The Committee, in its sole discretion upon written motion of either party or upon its own motion, may extend any of the time periods specified above. The Committee in its sole discretion may permit the parties to make oral presentations on their Review Day in accordance with such procedures as the Committee may specify at the time. If the Committee denies a request by either party to make an oral presentation, its reason for doing so must be included in its written decision on the review, which decision is provided to all parties. Document discovery and depositions will not be permitted. • If the Committee decides that the security of the issuer should be removed from listing, the Exchange [shall] will (i) suspend trading in the security as soon as practicable [and an application shall be submitted by the Exchange to] , (ii) file a Form 25 with the Securities and Exchange Commission to strike the security from listing and registration and (iii) furnish a copy of such [application shall be furnished] Form 25 to the issuer in accordance with Section 12 of the Securities Exchange Act of 1934 and the rules promulgated thereunder. Prior to filing the Form 25 with the Securities and Exchange Commission, the Exchange will give public notice of its final determination to remove the security from listing by issuing a press release and posting a notice on its web site. Such notice will remain posted on the Exchange’s web site until the delisting is effective pursuant to Section 12 of the Securities Exchange Act of 1934 and the rules promulgated thereunder. If the Committee decides that the security should not be removed from listing, the E:\FR\FM\21MRN1.SGM 21MRN1 Federal Register / Vol. 71, No. 54 / Tuesday, March 21, 2006 / Notices issuer will receive from the Exchange a notice to that effect. * * * * * 806.02 Removal from List Upon Request of Company * * * * * The following will be the operative text of Section 806.02 effective as of April 24, 2006: An issuer may delist a security from the Exchange after its board approves the action and the issuer (i) furnishes the Exchange with a copy of the Board resolution authorizing such delisting certified by the secretary of the issuer and (ii) complies with all of the requirements of Rule 12d2–2(c) under the Securities Exchange Act of 1934. The issuer [may] must thereafter file [an application] a Form 25 with the Securities and Exchange Commission to withdraw the security from listing on the Exchange and from registration under the Securities Exchange Act of 1934. The company must provide a copy of such Form 25 to the Exchange simultaneously with its filing with the Securities and Exchange Commission. If an issuer delists a class of stock from the Exchange pursuant to this [Rule] Section 806.02, but does not delist other classes of listed securities, the Exchange will give consideration to delisting one or more of such other classes. * * * * * 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. 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 sroberts on PROD1PC70 with NOTICES 1. Purpose The Exchange proposes to amend Section 804.00 (‘‘Procedure for Delisting’’) and Section 806.02 (‘‘Removal from List Upon Request of Company’’) of the Exchange’s Listed Company Manual. The proposed amendments are intended to comply with the Commission’s instruction in the adopting release for Commission VerDate Aug<31>2005 19:01 Mar 20, 2006 Jkt 208001 Rule 12d2–2 6 requiring each national securities exchange to have rules designed to meet the requirements of Commission Rule 12d2–2 and to make initial filings of such proposed rule changes with the Commission no later than October 20, 2005. The text of the proposed amendments provides that the revised procedures required by such amendments would be operative as of April 24, 2006. Commission Rule 12d2–2(b) 7 allows a national securities exchange to file a Form 25 to strike a class of securities from listing in accordance with its rules, if the rules of such exchange, at a minimum, provide for: • Notice to the issuer of the exchange’s decision to delist its securities; • An opportunity for appeal to the exchange’s board of directors, or to a committee designated by the board; and • Public notice of the exchange’s final determination to remove the security from listing by issuing a press release and posting notice on its web site. Such notice must be disseminated no fewer than 10 days before the delisting becomes effective pursuant to Commission Rule 12d2–2(d)(1) 8 and must remain posted until the delisting is effective. The proposed amendment to Section 804.00 provides that, before filing a Form 25 with the Commission in connection with the delisting of a security, the Exchange would give public notice of its final determination to delist the security by issuing a press release and posting a notice on its Web site. The notice would remain posted on the Exchange’s Web site until the delisting is effective pursuant to Commission Rule 12d2–2(d)(1), i.e., 10 days after filing of the Form 25 unless the Commission acts to delay its effectiveness. Because Section 804.00 currently requires the Exchange to notify the issuer of the delisting decision and provides the issuer with a right to appeal that determination to a committee of the Exchange’s board of directors, the Exchange believes that it does not need to make any other amendments to Section 804.00 to comply with Commission Rule 12d2– 2(b). The proposed amendment to Section 806.02 provides that any issuer wishing to voluntarily delist a security from the Exchange must comply with all of the requirements of Commission Rule 6 See Securities Exchange Act Release No. 52029 (July 14, 2005), 70 FR 42456 (July 22, 2005). 7 17 CFR 240.12d2–2(b). 8 17 CFR 240.12d2–2(d)(1). PO 00000 Frm 00114 Fmt 4703 Sfmt 4703 14277 12d2–2(c) 9 and must furnish the Exchange with a copy of the Form 25 filed in connection with the delisting simultaneously with its filing with the Commission. In addition to the proposed changes to comply with Commission Rule 12d2–2, the Exchange proposes to amend Section 804.00 to delete references therein to ‘‘public Directors’’ and ‘‘industry Directors,’’ as these terms relate to a historical governance structure of the Exchange that no longer exists. 2. Statutory Basis The Exchange believes that the basis under the Act for the proposed rule change, as amended, is the requirement under Section 6(b)(5) 10 that an exchange have rules that are designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to remove impediments to, and perfect the mechanism of a free and open market and a national market system and, in general, to protect investors and the public interest. B. Self-Regulatory Organization’s Statement on Burden on Competition The Exchange does not believe that the proposed rule change, as amended, will impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. C. Self-Regulatory Organization’s Statement on Comments on the Proposed Rule Change Received From Members, Participants or Others The Exchange 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 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 Exchange consents, the Commission will: (A) By order approve such 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 9 17 CFR 240.12d2–2(c). U.S.C. 78f(b)(5). 10 15 E:\FR\FM\21MRN1.SGM 21MRN1 14278 Federal Register / Vol. 71, No. 54 / Tuesday, March 21, 2006 / Notices arguments concerning the foregoing, including whether the proposed rule change, as amended, is consistent with the Act. Comments may be submitted by any of the following methods: SECURITIES AND EXCHANGE COMMISSION Electronic Comments Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Relating to the Extension of the Pilot Until March 24, 2006 To Put Into Operation Phase 1 of the NYSE HYBRID MARKETSM • Use the Commission’s Internet comment form (https://www.sec.gov/ rules/sro.shtml); or • Send an e-mail to rulecomments@sec.gov. Please include File Number SR–NYSE–2005–72 on the subject line. [Release No. 34–53487; File No. SR–NYSE– 2006–21] March 15, 2006. 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 self-regulatory organization 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 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 March 13, • Send paper comments in triplicate 2006, the New York Stock Exchange to Nancy M. Morris, Secretary, LLC (‘‘NYSE’’ or ‘‘Exchange’’) filed with Securities and Exchange Commission, the Securities and Exchange 100 F Street, NE., Washington, DC Commission (‘‘Commission’’) the 20549–1090. proposed rule change as described in All submissions should refer to File Items I and II below, which Items have Number SR–NYSE–2005–72. This file been prepared by the Exchange. NYSE number should be included on the filed the proposed rule change pursuant subject line if e-mail is used. To help the to Section 19(b)(3)(A) of the Act 3 and Commission process and review your Rule 19b–4(f)(6) thereunder,4 which comments more efficiently, please use renders the proposal effective upon only one method. The Commission will filing with the Commission. The post all comments on the Commission’s Commission is publishing this notice to Internet Web site (https://www.sec.gov/ solicit comments on the proposed rule rules/sro.shtml). Copies of the change from interested persons. submission, all subsequent amendments, all written statements I. Self-Regulatory Organization’s with respect to the proposed rule Statement of the Terms of Substance of change that are filed with the the Proposed Rule Change Commission, and all written NYSE proposes to extend the pilot communications relating to the which put into operation Phase 1 of the proposed rule change between the NYSE HYBRID MARKETSM (‘‘Hybrid Commission and any person, other than Market’’) initiative (‘‘Pilot’’) 5 proposed those that may be withheld from the in SR–NYSE–2004–05 6 and public in accordance with the amendments thereto (‘‘Hybrid Market provisions of 5 U.S.C. 552, will be filings’’). available for inspection and copying in II. Self-Regulatory Organization’s the Commission’s Public Reference Statement of the Purpose of, and Room. Copies of the filing also will be Statutory Basis for, the Proposed Rule available for inspection and copying at the principal office of the Exchange. All Change comments received will be posted In its filing with the Commission, the without change; the Commission does Exchange included statements not edit personal identifying concerning the purpose of and basis for information from submissions. You 1 15 U.S.C. 78s(b)(1). should submit only information that 2 17 CFR 240.19b–4. you wish to make available publicly. All 3 15 U.S.C. 78s(b)(3)(A). submissions should refer to File 4 17 CFR 240.19b–4(f)(6). Number SR–NYSE–2005–72 and should 5 See Securities Exchange Act Release No. 52954 be submitted on or before April 11, (December 14, 2005), 70 FR 75519 (December 20, 2006. 2005) (SR–NYSE–2005–87). See also Securities On December 14, 2005, the Commission approved the Pilot to put into operation Phase 1 of the Hybrid Market initiative with respect to a group of securities, known as Phase 1 Pilot securities (‘‘Pilot securities’’).7 The approval provided that the Pilot would terminate the earlier of: (1) March 14, 2006 or (2) Commission action on the Hybrid Market proposal.8 The Exchange proposes to extend the Pilot through March 24, 2006, while the Commission continues to review the Hybrid Market filings. The Exchange believes that an extension of the Pilot through March 24, 2006 will allow the Exchange to continue to conduct real-time system and user testing of certain features of the Hybrid Market filings in order to be in a position to comply with the implementation of Regulation NMS.9 The Exchange believes the Pilot has proven beneficial from both a technology and a training perspective. It has given the Exchange the opportunity to identify and address any system problems and to identify and incorporate beneficial system changes that become apparent as a result of usage in real time and under real market conditions. The ability to have such real time user interface is invaluable, as it is impossible to accurately anticipate behavioral changes in a development or mock-trading environment. In addition, the Pilot has allowed users to gain essential practical experience with the new systems and processes in a wellmodulated way. The Pilot has operated with minimal problems given the amount and degree Exchange Act Release No. 53359 (February 24, 2006), 71 FR 10736 (March 2, 2006) (SR–NYSE– 2006–09) (amending the Pilot to provide for the automatic conversion of CAP–DI orders in certain situations). 6 See Securities Exchange Act Release Nos. 50173 (August 10, 2004), 69 FR 50407 (August 16, 2004); 50667 (November 15, 2004), 69 FR 67980 (November 22, 2004); and 51906 (June 22, 2005), 70 FR 37463 (June 29, 2005). See also Amendment No. 6, filed on September 16, 2005 and Amendment No. 7, filed on October 11, 2005. 7 See Securities Exchange Act Release No. 51906 (June 22, 2005), 70 FR 37463 (June 29, 2005) (Amendment No. 5 to SR–NYSE–2004–05); see also Securities Exchange Act Release No. 52954 (December 14, 2005), 70 FR 75519 (December 20, 2005) (SR–NYSE–2005–87). 8 See Telephone conversation between Jeffrey Rosenstrock, Principal Rule Counsel, NYSE, and Steve L. Kuan, Special Counsel, Division of Market Regulation, Commission, on March 14, 2006. 9 See Securities Exchange Act Release No. 51808 (June 9, 2005), 70 FR 37496 (June 29, 2005). sroberts on PROD1PC70 with NOTICES Paper Comments For the Commission, by the Division of Market Regulation, pursuant to delegated authority.11 Nancy M. Morris, Secretary. [FR Doc. 06–2753 Filed 3–16–06; 4:15 pm] BILLING CODE 8010–01–P 11 17 CFR 200.30–3(a)(12). VerDate Aug<31>2005 19:01 Mar 20, 2006 Jkt 208001 PO 00000 Frm 00115 Fmt 4703 Sfmt 4703 1. Purpose E:\FR\FM\21MRN1.SGM 21MRN1

Agencies

SECURITIES AND EXCHANGE COMMISSION

[Federal Register Volume 71, Number 54 (Tuesday, March 21, 2006)]
[Notices]
[Pages 14275-14278]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 06-2753]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-53494; File No. SR-NYSE-2005-72]


Self-Regulatory Organizations; New York Stock Exchange, Inc.; 
Notice of Filing of Proposed Rule Change and Amendment No. 1 Thereto 
Relating To Amending Exchange Delisting Rules To Conform to Recent 
Amendments to Commission Rules Regarding Removal From Listing and 
Withdrawal From Registration

March 16, 2006.
    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 October 20, 2005, the New York Stock Exchange, Inc. 
(``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. On 
December 22, 2005, the Exchange filed Amendment No. 1 to the proposed 
rule change.\4\ The Commission is publishing this notice to solicit 
comments on the proposed rule change, as amended, from interested 
persons.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
    \4\ In Amendment No. 1, the Exchange made clarifying changes to 
Item 3 of the Exchange's Form 19b-4 and to Exhibit 1.
---------------------------------------------------------------------------

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

    The Exchange proposes to modify the Listed Company Manual 
requirements relating to delisting procedures. The proposed rule 
change, as amended, reflects modifications of the Exchange's delisting 
rules to conform to the requirements of recently adopted Commission 
Rule 12d2-2.\5\ The text of the proposed rule change is below. Proposed 
new language is in italics; proposed deletions are in [brackets].
---------------------------------------------------------------------------

    \5\ 17 CFR 240.12d2-2.
---------------------------------------------------------------------------

* * * * *

Listed Company Manual

* * * * *

[[Page 14276]]

804.00 Procedure for Delisting

* * * * *
    The following will be the operative text of Section 804.00 
effective as of April 24, 2006:
     If the Exchange staff should determine that a security be 
removed from the list, it will so notify the issuer in writing, 
describing the basis for such decision and the specific policy or 
criterion under which such action is to be taken. The Exchange will 
simultaneously (1) issue a press release disclosing the company's 
status and the basis for the Exchange's determination and (2) begin 
daily dissemination of ticker and information notices identifying the 
security's status, and include similar information on the Exchange's 
Web site.
     The notice to the issuer [shall] will also inform the 
issuer of its right to a review of the determination by a Committee of 
the Board of Directors of the Exchange [(a majority of the members of 
such Committee voting on each determination must be public Directors)], 
provided a written request for such a review is filed with the 
Secretary of the Exchange within ten business days after receiving the 
aforementioned notice. Such written request must state with specificity 
the grounds on which the issuer intends to challenge the determination 
of the Exchange staff, must indicate whether the issuer desires to make 
an oral presentation to the Committee, and must be accompanied or 
preceded by payment of a non-refundable appeal fee in the amount of 
$20,000.
     If the issuer does not request a review within the 
specified period, the Exchange [shall] will suspend trading in the 
security and [an application by the Exchange staff to] will file a Form 
25 with the Securities and Exchange Commission to strike the security 
from listing and furnish a copy of such [application shall be 
furnished] Form 25 to the issuer in accordance with Section 12 of the 
Securities Exchange Act of 1934 and the rules promulgated thereunder. 
Prior to filing a Form 25 with the Securities and Exchange Commission, 
the Exchange will give public notice of its final determination to 
remove the security from listing by issuing a press release and posting 
a notice on its Web site. Such notice will remain posted on the 
Exchange's Web site until the delisting is effective pursuant to 
Section 12 of the Securities Exchange Act of 1934 and the rules 
promulgated thereunder.
     If a review is requested, the review will be scheduled for 
the first Review Day which is at least 25 business days from the date 
the request for review is filed with the Secretary of the Exchange, 
unless the next subsequent Review Day must be selected to accommodate 
the Committee's schedule. [The chairman of the Committee will disclose 
to the company and the staff at the commencement of the review which of 
the industry Directors present will be voting on the matter, although 
all directors will be entitled to participate in the discussion.] The 
Committee's review and final decision [shall] will be based on oral 
argument (if any) and the written briefs and accompanying materials 
submitted by the parties. The company [shall] will not be permitted to 
argue grounds for reversing the staff's decision that are not 
identified in its request for review, however, the company may ask the 
Committee for leave to adduce additional evidence or raise arguments 
not identified in its request for review, if it can demonstrate that 
the proposed additional evidence or new arguments are material to its 
request for review and that there was reasonable ground for not 
adducing such evidence or identifying such issues earlier. This section 
[shall] will not, however, (i) authorize a company to seek to file a 
reply brief in support of its request for review or (ii) be deemed to 
limit the staff's response to a request for review to the issues raised 
in the request for review. Upon review of a properly supported request, 
the Committee may in its sole discretion permit new arguments or 
additional evidence to be raised before the Committee. Following such 
event, the Committee may, as it deems appropriate, (i) itself decide 
the matter, or (ii) remand the matter to the staff for further review. 
Should the Committee remand the matter to the staff, the Committee will 
instruct the staff to (i) give prompt consideration to the matter, and, 
(ii) complete its review and inform the Committee of its conclusions no 
later than seven (7) days before the first Review Day which is at least 
25 business days from the date the matter is remanded to the staff.
     A request for review will ordinarily stay the suspension 
of the subject security pending the review, but the Exchange staff may 
immediately suspend from trading any security pending review should it 
determine that such immediate suspension is necessary or appropriate in 
the public interest, for the protection of investors, or to promote 
just and equitable principles of trade.
     Promptly following receipt of a request for review and the 
appeal fee, the Exchange's Office of the General Counsel will notify 
the issuer and the Exchange staff of the scheduled Review Day and the 
briefing schedule. The schedule will be set by the Office of the 
General Counsel so as to provide the Committee adequate time to review 
materials submitted to it, with the remaining time split so as to 
afford the issuer and the Exchange staff substantially equal periods 
for the submission of a brief by the issuer and a responsive brief by 
the Exchange staff. Each party must submit its brief and any 
accompanying materials to both its counterparty and to the Office of 
the General Counsel of the Exchange, and must do so by means calculated 
to ensure the party's submission reaches both the Office of the General 
Counsel and the counterparty at or prior to the deadline specified in 
the briefing schedule.
     The Committee, in its sole discretion upon written motion 
of either party or upon its own motion, may extend any of the time 
periods specified above. The Committee in its sole discretion may 
permit the parties to make oral presentations on their Review Day in 
accordance with such procedures as the Committee may specify at the 
time. If the Committee denies a request by either party to make an oral 
presentation, its reason for doing so must be included in its written 
decision on the review, which decision is provided to all parties. 
Document discovery and depositions will not be permitted.
     If the Committee decides that the security of the issuer 
should be removed from listing, the Exchange [shall] will (i) suspend 
trading in the security as soon as practicable [and an application 
shall be submitted by the Exchange to] , (ii) file a Form 25 with the 
Securities and Exchange Commission to strike the security from listing 
and registration and (iii) furnish a copy of such [application shall be 
furnished] Form 25 to the issuer in accordance with Section 12 of the 
Securities Exchange Act of 1934 and the rules promulgated thereunder. 
Prior to filing the Form 25 with the Securities and Exchange 
Commission, the Exchange will give public notice of its final 
determination to remove the security from listing by issuing a press 
release and posting a notice on its web site. Such notice will remain 
posted on the Exchange's web site until the delisting is effective 
pursuant to Section 12 of the Securities Exchange Act of 1934 and the 
rules promulgated thereunder. If the Committee decides that the 
security should not be removed from listing, the

[[Page 14277]]

issuer will receive from the Exchange a notice to that effect.
* * * * *

806.02 Removal from List Upon Request of Company

* * * * *
    The following will be the operative text of Section 806.02 
effective as of April 24, 2006:
    An issuer may delist a security from the Exchange after its board 
approves the action and the issuer (i) furnishes the Exchange with a 
copy of the Board resolution authorizing such delisting certified by 
the secretary of the issuer and (ii) complies with all of the 
requirements of Rule 12d2-2(c) under the Securities Exchange Act of 
1934. The issuer [may] must thereafter file [an application] a Form 25 
with the Securities and Exchange Commission to withdraw the security 
from listing on the Exchange and from registration under the Securities 
Exchange Act of 1934. The company must provide a copy of such Form 25 
to the Exchange simultaneously with its filing with the Securities and 
Exchange Commission. If an issuer delists a class of stock from the 
Exchange pursuant to this [Rule] Section 806.02, but does not delist 
other classes of listed securities, the Exchange will give 
consideration to delisting one or more of such other classes.
* * * * *

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. 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
    The Exchange proposes to amend Section 804.00 (``Procedure for 
Delisting'') and Section 806.02 (``Removal from List Upon Request of 
Company'') of the Exchange's Listed Company Manual. The proposed 
amendments are intended to comply with the Commission's instruction in 
the adopting release for Commission Rule 12d2-2 \6\ requiring each 
national securities exchange to have rules designed to meet the 
requirements of Commission Rule 12d2-2 and to make initial filings of 
such proposed rule changes with the Commission no later than October 
20, 2005. The text of the proposed amendments provides that the revised 
procedures required by such amendments would be operative as of April 
24, 2006.
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    \6\ See Securities Exchange Act Release No. 52029 (July 14, 
2005), 70 FR 42456 (July 22, 2005).
---------------------------------------------------------------------------

    Commission Rule 12d2-2(b) \7\ allows a national securities exchange 
to file a Form 25 to strike a class of securities from listing in 
accordance with its rules, if the rules of such exchange, at a minimum, 
provide for:
---------------------------------------------------------------------------

    \7\ 17 CFR 240.12d2-2(b).
---------------------------------------------------------------------------

     Notice to the issuer of the exchange's decision to delist 
its securities;
     An opportunity for appeal to the exchange's board of 
directors, or to a committee designated by the board; and
     Public notice of the exchange's final determination to 
remove the security from listing by issuing a press release and posting 
notice on its web site. Such notice must be disseminated no fewer than 
10 days before the delisting becomes effective pursuant to Commission 
Rule 12d2-2(d)(1) \8\ and must remain posted until the delisting is 
effective.
---------------------------------------------------------------------------

    \8\ 17 CFR 240.12d2-2(d)(1).
---------------------------------------------------------------------------

    The proposed amendment to Section 804.00 provides that, before 
filing a Form 25 with the Commission in connection with the delisting 
of a security, the Exchange would give public notice of its final 
determination to delist the security by issuing a press release and 
posting a notice on its Web site. The notice would remain posted on the 
Exchange's Web site until the delisting is effective pursuant to 
Commission Rule 12d2-2(d)(1), i.e., 10 days after filing of the Form 25 
unless the Commission acts to delay its effectiveness. Because Section 
804.00 currently requires the Exchange to notify the issuer of the 
delisting decision and provides the issuer with a right to appeal that 
determination to a committee of the Exchange's board of directors, the 
Exchange believes that it does not need to make any other amendments to 
Section 804.00 to comply with Commission Rule 12d2-2(b).
    The proposed amendment to Section 806.02 provides that any issuer 
wishing to voluntarily delist a security from the Exchange must comply 
with all of the requirements of Commission Rule 12d2-2(c) \9\ and must 
furnish the Exchange with a copy of the Form 25 filed in connection 
with the delisting simultaneously with its filing with the Commission.
---------------------------------------------------------------------------

    \9\ 17 CFR 240.12d2-2(c).
---------------------------------------------------------------------------

    In addition to the proposed changes to comply with Commission Rule 
12d2-2, the Exchange proposes to amend Section 804.00 to delete 
references therein to ``public Directors'' and ``industry Directors,'' 
as these terms relate to a historical governance structure of the 
Exchange that no longer exists.
2. Statutory Basis
    The Exchange believes that the basis under the Act for the proposed 
rule change, as amended, is the requirement under Section 6(b)(5) \10\ 
that an exchange have rules that are designed to prevent fraudulent and 
manipulative acts and practices, to promote just and equitable 
principles of trade, to remove impediments to, and perfect the 
mechanism of a free and open market and a national market system and, 
in general, to protect investors and the public interest.
---------------------------------------------------------------------------

    \10\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change, as 
amended, will impose any burden on competition that is not necessary or 
appropriate in furtherance of the purposes of the Act.

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

    The Exchange 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

    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 Exchange consents, the Commission will:
    (A) By order approve such 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

[[Page 14278]]

arguments concerning the foregoing, including whether the proposed rule 
change, as amended, is consistent with the Act. Comments may be 
submitted by any of the following methods:

Electronic Comments

     Use the Commission's Internet comment form (https://
www.sec.gov/rules/sro.shtml); or
     Send an e-mail to rule-comments@sec.gov. Please include 
File Number SR-NYSE-2005-72 on the subject line.

Paper Comments

     Send paper comments in triplicate to Nancy M. Morris, 
Secretary, Securities and Exchange Commission, 100 F Street, NE., 
Washington, DC 20549-1090.
    All submissions should refer to File Number SR-NYSE-2005-72. 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 (https://www.sec.gov/
rules/sro.shtml). Copies of the submission, all subsequent amendments, 
all written statements with respect to the proposed rule change that 
are filed with the Commission, and all written communications relating 
to the proposed rule change between the Commission and any person, 
other than those that may be withheld from the public in accordance 
with the provisions of 5 U.S.C. 552, will be available for inspection 
and copying in the Commission's Public Reference Room. Copies of the 
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-2005-72 and should be submitted on or before April 
11, 2006.

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\11\
---------------------------------------------------------------------------

    \11\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Nancy M. Morris,
Secretary.
[FR Doc. 06-2753 Filed 3-16-06; 4:15 pm]
BILLING CODE 8010-01-P

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