Self-Regulatory Organizations; Notice of Filing and Immediate Effectiveness of Proposed Rule Change by New York Stock Exchange LLC To Amend the Requirements of Section 203.01 of the Listed Company Manual with respect to Annual Reports, 79961-79962 [E8-30897]

Download as PDF Federal Register / Vol. 73, No. 250 / Tuesday, December 30, 2008 / Notices SECURITIES AND EXCHANGE COMMISSION the most significant aspects of such statements. [Release No. 34–59123; File No. SR–NYSE– 2008–128] A. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change Self-Regulatory Organizations; Notice of Filing and Immediate Effectiveness of Proposed Rule Change by New York Stock Exchange LLC To Amend the Requirements of Section 203.01 of the Listed Company Manual with respect to Annual Reports December 19, 2008. Pursuant to Section 19(b)(1) 1 of the Securities Exchange Act of 1934 (the ‘‘Exchange Act’’),2 and Rule 19b–4 thereunder,3 notice is hereby given that, on December 16, 2008, New York Stock Exchange, LLC (the ‘‘NYSE’’ or the ‘‘Exchange’’) filed with the Securities and Exchange Commission the proposed rule changes [sic] 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 changes [sic] from interested persons. pwalker on PROD1PC71 with NOTICES I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to provide that a listed company that is subject to the U.S. proxy rules, or is an issuer not subject to the proxy rules that provides its audited financial statements to beneficial shareholders in a manner that is consistent with the physical or electronic delivery requirements applicable to annual reports set forth in the U.S. proxy rules, is not required to issue the press release or post the undertaking required by Section 203.01. The text of the proposed rule change is available on the Exchange’s Web site (http://www.nyse.com), at the Exchange’s Office of the Secretary 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 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 1 15 U.S.C. 78s(b)(1). U.S.C. 78a. 3 17 CFR 240.19b–4. 4 See Exchange Act Release No. 54344 (August 21, 2006), 71 FR 51260 (August 29, 2006) (SR–NYSE– 2005–68). 2 15 VerDate Aug<31>2005 22:55 Dec 29, 2008 1. Purpose The Exchange proposes to amend Section 203.01 of the NYSE Listed Company Manual to provide that a listed company that is subject to the U.S. proxy rules, or is an issuer not subject to the proxy rules that provides its audited financial statements to beneficial shareholders in a manner that is consistent with the physical or electronic delivery requirements applicable to annual reports set forth in the U.S. proxy rules, is not required to issue the press release or post the undertaking required by Section 203.01. Section 203.01 was amended in August 2006 to eliminate the requirement that companies physically distribute an annual report containing audited financial statements.4 The rule currently requires that a listed company must make its annual report filed with the SEC simultaneously available on or through its Web site. Listed companies are also required to post a prominent undertaking on their Web site providing all holders the ability to receive a hard copy of the audited financial statements upon request and to issue a press release stating that the filing is available and reiterating that all shareholders have the ability to receive a hard copy upon request. Since the section was amended, however, the Exchange believes that many U.S. companies are very confused by the press release and Web site undertaking requirements of Section 203.01 since many of them still avail themselves of the option under the proxy rules to meet the annual report distribution requirement by means of a physical distribution. In light of the fact that many U.S. companies still meet the annual report distribution requirement by means of a physical distribution and a number of foreign companies voluntarily comply with the requirements of the U.S. proxy rules by making physical distributions, the Exchange proposes to amend Section 203.01 to provide that a listed company that is subject to the U.S. proxy rules, or is an issuer not subject to the proxy rules that provides its audited financial statements (as included on Forms 10–K, 20–F and 40–F) to beneficial shareholders in a manner that is Jkt 217001 PO 00000 Frm 00173 Fmt 4703 Sfmt 4703 79961 consistent with the physical or electronic delivery requirements applicable to annual reports set forth in the U.S. proxy rules, is not required to issue the press release or post the undertaking required by Section 203.01. 2. Statutory Basis The Exchange believes that the proposed rule change is consistent with Section 6(b) 5 of the Exchange Act in general, and furthers the objectives of Section 6(b)(5) of the Act 6 in particular in that it is designed to promote just and equitable principles of trade, to foster cooperation and coordination with persons engaged in regulating, clearing, settling, processing information with respect to, and 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. The Exchange believes the proposed rule change is consistent with the protection of investors, as only companies that are distributing their annual financial statements to beneficial holders in a manner consistent with the requirements of the Commission’s proxy rules will be exempted from the press release and undertaking requirements of Section 203.01. 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 The proposed rule change has taken effect upon filing pursuant to Section 19(b)(3)(A) of the Exchange Act.7 The Exchange asserts that the proposed rule change (i) will not significantly affect the protection of investors or the public interest, (ii) will not impose any significant burden on competition, and (iii) will not become operative for 30 days after the date of this filing, or such shorter time as the Commission may designate if consistent 5 15 U.S.C. 78f(b). U.S.C. 78f(b)(5). 7 15 U.S.C. 78s(b)(3)(A). 6 15 E:\FR\FM\30DEN1.SGM 30DEN1 79962 Federal Register / Vol. 73, No. 250 / Tuesday, December 30, 2008 / Notices pwalker on PROD1PC71 with NOTICES with the protection of investors and the public interest. The Exchange provided the Commission with written notice of its intent to file the proposed rule change, along with a brief description and text of the proposed rule change, at least five business days prior to the date of the filing of the proposed rule change as required by Rule 19b–4(f)(6).8 A proposed rule change filed under Rule 19b–4(f)(6) normally does not become operative for 30 days after the date of filing. However, Rule 19b– 4(f)(6)(iii) permits the Commission to designate a shorter time if such action is consistent with the protection of investors and the public interest. NYSE has requested that the Commission waive the 30-day delayed operative date, as permitted by Rule 19b– 4(f)(6)(iii), so that the proposed rule change may become operative immediately. The Exchange believes that such waiver is appropriate so that a company that qualifies for the exemption and is filing its annual report with the Commission during the 30 days after the effective date of the proposal may be relieved of the obligation to issue a press release in relation to its filing. The Commission believes that waiving the 30-day operative delay is consistent with the protection of investors and the public interest because it relieves companies of an obligation that may be redundant for companies that already meet the delivery requirements applicable to annual reports set forth in the U.S. proxy rules, and that in any case will no longer be applicable to companies similarly situated after the 30-day period.9 Accordingly, the Commission designates the proposed rule change as operative upon filing with the Commission. 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 Exchange Act. 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 Exchange Act. Comments may be submitted by any of the following methods: CFR 240.19b–4(f)(6). purposes only of waiving the 30-day operative delay, the Commission has considered the proposed rule’s impact on efficiency, competition, and capital formation. See 15 U.S.C. 78c(f). Electronic Comments • Use the Commission’s Internet comment form (http://www.sec.gov/ rules/sro.shtml); or • Send an e-mail to rulecomments@sec.gov. Please include File Number SR–NYSE–2008–128 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. Florence E. Harmon, Acting Secretary. [FR Doc. E8–30897 Filed 12–29–08; 8:45 am] BILLING CODE 8011–01–P 9 For 22:55 Dec 29, 2008 Jkt 217001 [Release No. 34–59120; File No. SR– NYSEALTR–2008–13] Self-Regulatory Organizations; NYSE Alternext US LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Establish the Minimum Price Variation of $0.01 for Orders and Quotations in Bonds Admitted to Dealings on NYSE Alternext December 18, 2008. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 All submissions should refer to File (‘‘Act’’) 1 and Rule 19b–4 thereunder,2 Number SR–NYSE–2008–128. This file notice is hereby given that on December number should be included on the 16, 2008, NYSE Alternext US LLC subject line if e-mail is used. To help the (‘‘NYSE Alternext’’ or ‘‘Exchange’’) filed Commission process and review your with the Securities and Exchange comments more efficiently, please use Commission (‘‘Commission’’) the only one method. The Commission will proposed rule change as described in post all comments on the Commission’s Items I and II below, which Items have Internet Web site (http://www.sec.gov/ been prepared by the Exchange. The rules/sro.shtml). Copies of the Commission is publishing this notice to submission, all subsequent solicit comments on the proposed rule change from interested persons. amendments, all written statements with respect to the proposed rule I. Self-Regulatory Organization’s change that are filed with the Statement of the Terms of Substance of Commission, and all written the Proposed Rule Change communications relating to the The Exchange proposes to amend proposed rule change between the Rule 86—NYSE Alternext Equities to Commission and any person, other than conform with amendments to NYSE those that may be withheld from the Rule 86 recently filed by the New York public in accordance with the Stock Exchange LLC (‘‘NYSE’’). provisions of 5 U.S.C. 552, will be II. Self-Regulatory Organization’s available for inspection and copying in Statement of the Purpose of, and the Commission’s Public Reference Room, on official business days between Statutory Basis for, the Proposed Rule Change the hours of 10 a.m. and 3 p.m. Copies In its filing with the Commission, the of the filing also will be available for self-regulatory organization included inspection and copying at the principal statements concerning the purpose of, office of the Exchange. All comments received will be posted without change; and basis for, the proposed rule change and discussed any comments it received the Commission does not edit personal on the proposed rule change. The text identifying information from of those statements may be examined at submissions. You should submit only the places specified in Item IV below. information that you wish to make The Exchange has prepared summaries, available publicly. All submissions set forth in sections A, B, and C below, should refer to File Number SR–NYSE– of the most significant parts of such 2008–128 and should be submitted on statements. or before January 20, 2009. A. Self-Regulatory Organization’s For the Commission, by the Division of Statement of the Purpose of, and Trading and Markets, pursuant to delegated Statutory Basis for, the Proposed Rule 10 authority. Change 8 17 VerDate Aug<31>2005 SECURITIES AND EXCHANGE COMMISSION 1. Purpose The purpose of the proposed rule change is to amend Rule 86—NYSE Alternext Equities to conform with amendments to NYSE Rule 86 recently filed by the NYSE that establish a 1 15 10 17 PO 00000 CFR 200.30–3(a)(12). Frm 00174 Fmt 4703 Sfmt 4703 2 17 E:\FR\FM\30DEN1.SGM U.S.C. 78s(b)(1). CFR 240.19b–4. 30DEN1

Agencies

[Federal Register Volume 73, Number 250 (Tuesday, December 30, 2008)]
[Notices]
[Pages 79961-79962]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E8-30897]



[[Page 79961]]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-59123; File No. SR-NYSE-2008-128]


Self-Regulatory Organizations; Notice of Filing and Immediate 
Effectiveness of Proposed Rule Change by New York Stock Exchange LLC To 
Amend the Requirements of Section 203.01 of the Listed Company Manual 
with respect to Annual Reports

December 19, 2008.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (the ``Exchange Act''),\2\ and Rule 19b-4 thereunder,\3\ notice is 
hereby given that, on December 16, 2008, New York Stock Exchange, LLC 
(the ``NYSE'' or the ``Exchange'') filed with the Securities and 
Exchange Commission the proposed rule changes [sic] 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 changes [sic] 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 provide that a listed company that is 
subject to the U.S. proxy rules, or is an issuer not subject to the 
proxy rules that provides its audited financial statements to 
beneficial shareholders in a manner that is consistent with the 
physical or electronic delivery requirements applicable to annual 
reports set forth in the U.S. proxy rules, is not required to issue the 
press release or post the undertaking required by Section 203.01. The 
text of the proposed rule change is available on the Exchange's Web 
site (http://www.nyse.com), at the Exchange's Office of the Secretary 
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 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 203.01 of the NYSE Listed 
Company Manual to provide that a listed company that is subject to the 
U.S. proxy rules, or is an issuer not subject to the proxy rules that 
provides its audited financial statements to beneficial shareholders in 
a manner that is consistent with the physical or electronic delivery 
requirements applicable to annual reports set forth in the U.S. proxy 
rules, is not required to issue the press release or post the 
undertaking required by Section 203.01.
    Section 203.01 was amended in August 2006 to eliminate the 
requirement that companies physically distribute an annual report 
containing audited financial statements.\4\ The rule currently requires 
that a listed company must make its annual report filed with the SEC 
simultaneously available on or through its Web site. Listed companies 
are also required to post a prominent undertaking on their Web site 
providing all holders the ability to receive a hard copy of the audited 
financial statements upon request and to issue a press release stating 
that the filing is available and reiterating that all shareholders have 
the ability to receive a hard copy upon request.
---------------------------------------------------------------------------

    \4\ See Exchange Act Release No. 54344 (August 21, 2006), 71 FR 
51260 (August 29, 2006) (SR-NYSE-2005-68).
---------------------------------------------------------------------------

    Since the section was amended, however, the Exchange believes that 
many U.S. companies are very confused by the press release and Web site 
undertaking requirements of Section 203.01 since many of them still 
avail themselves of the option under the proxy rules to meet the annual 
report distribution requirement by means of a physical distribution. In 
light of the fact that many U.S. companies still meet the annual report 
distribution requirement by means of a physical distribution and a 
number of foreign companies voluntarily comply with the requirements of 
the U.S. proxy rules by making physical distributions, the Exchange 
proposes to amend Section 203.01 to provide that a listed company that 
is subject to the U.S. proxy rules, or is an issuer not subject to the 
proxy rules that provides its audited financial statements (as included 
on Forms 10-K, 20-F and 40-F) to beneficial shareholders in a manner 
that is consistent with the physical or electronic delivery 
requirements applicable to annual reports set forth in the U.S. proxy 
rules, is not required to issue the press release or post the 
undertaking required by Section 203.01.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) \5\ of the Exchange Act in general, and furthers the 
objectives of Section 6(b)(5) of the Act \6\ in particular in that it 
is designed to promote just and equitable principles of trade, to 
foster cooperation and coordination with persons engaged in regulating, 
clearing, settling, processing information with respect to, and 
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. 
The Exchange believes the proposed rule change is consistent with the 
protection of investors, as only companies that are distributing their 
annual financial statements to beneficial holders in a manner 
consistent with the requirements of the Commission's proxy rules will 
be exempted from the press release and undertaking requirements of 
Section 203.01.
---------------------------------------------------------------------------

    \5\ 15 U.S.C. 78f(b).
    \6\ 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 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

    The proposed rule change has taken effect upon filing pursuant to 
Section 19(b)(3)(A) of the Exchange Act.\7\
---------------------------------------------------------------------------

    \7\ 15 U.S.C. 78s(b)(3)(A).
---------------------------------------------------------------------------

    The Exchange asserts that the proposed rule change (i) will not 
significantly affect the protection of investors or the public 
interest, (ii) will not impose any significant burden on competition, 
and (iii) will not become operative for 30 days after the date of this 
filing, or such shorter time as the Commission may designate if 
consistent

[[Page 79962]]

with the protection of investors and the public interest. The Exchange 
provided the Commission with written notice of its intent to file the 
proposed rule change, along with a brief description and text of the 
proposed rule change, at least five business days prior to the date of 
the filing of the proposed rule change as required by Rule 19b-
4(f)(6).\8\
---------------------------------------------------------------------------

    \8\ 17 CFR 240.19b-4(f)(6).
---------------------------------------------------------------------------

    A proposed rule change filed under Rule 19b-4(f)(6) normally does 
not become operative for 30 days after the date of filing. However, 
Rule 19b-4(f)(6)(iii) permits the Commission to designate a shorter 
time if such action is consistent with the protection of investors and 
the public interest. NYSE has requested that the Commission waive the 
30-day delayed operative date, as permitted by Rule 19b-4(f)(6)(iii), 
so that the proposed rule change may become operative immediately. The 
Exchange believes that such waiver is appropriate so that a company 
that qualifies for the exemption and is filing its annual report with 
the Commission during the 30 days after the effective date of the 
proposal may be relieved of the obligation to issue a press release in 
relation to its filing. The Commission believes that waiving the 30-day 
operative delay is consistent with the protection of investors and the 
public interest because it relieves companies of an obligation that may 
be redundant for companies that already meet the delivery requirements 
applicable to annual reports set forth in the U.S. proxy rules, and 
that in any case will no longer be applicable to companies similarly 
situated after the 30-day period.\9\ Accordingly, the Commission 
designates the proposed rule change as operative upon filing with the 
Commission.
---------------------------------------------------------------------------

    \9\ For purposes only of waiving the 30-day operative delay, the 
Commission has considered the proposed rule's impact on efficiency, 
competition, and capital formation. See 15 U.S.C. 78c(f).
---------------------------------------------------------------------------

    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 Exchange Act.

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 Exchange 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 rule-comments@sec.gov. Please include 
File Number SR-NYSE-2008-128 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-2008-128. 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 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, on official business 
days between the hours of 10 a.m. and 3 p.m. 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-2008-128 and should be submitted on or before January 20, 2009.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\10\
Florence E. Harmon,
Acting Secretary.
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    \10\ 17 CFR 200.30-3(a)(12).
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 [FR Doc. E8-30897 Filed 12-29-08; 8:45 am]
BILLING CODE 8011-01-P