Justia Agencies And Commissions Securities And Exchange Commission Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing of Proposed Rule Change Proposing To: (i) Delete the Sections in the Listed Company Manual (the “Manual”) Containing the Listing Application Materials (Including the Listing Application and the Listing Agreement) and Adopt Updated Listing Application Materials That Will Be Posted on the Exchange's Web Site; and (ii) Adopt as New Rules Certain Provisions That Are Currently Included in the Various Forms of Agreements That Are in the Manual, as Well as Some Additional New Rules That Make Explicit Existing Exchange Policies With Respect to Initial Listings, 29165-29186 [2013-11759]

Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing of Proposed Rule Change Proposing To: (i) Delete the Sections in the Listed Company Manual (the “Manual”) Containing the Listing Application Materials (Including the Listing Application and the Listing Agreement) and Adopt Updated Listing Application Materials That Will Be Posted on the Exchange's Web Site; and (ii) Adopt as New Rules Certain Provisions That Are Currently Included in the Various Forms of Agreements That Are in the Manual, as Well as Some Additional New Rules That Make Explicit Existing Exchange Policies With Respect to Initial Listings, 29165-29186 [2013-11759]

Download as PDF Federal Register / Vol. 78, No. 96 / Friday, May 17, 2013 / Notices significantly affect any of CME’s securities clearing operations or any related rights or obligations of CME or persons using such service; (ii) the products affected by this filing, and the CME’s operations as a DCO clearing such products, are regulated by the CFTC under the Commodity Exchange Act; and (iii) CME has indicated that not providing accelerated approval would have a significant impact on its swaps clearing business as a designated clearing organization. V. Conclusion It is therefore ordered, pursuant to Section 19(b)(2) of the Act,11 that the proposed rule change (SR–CME–2013– 06) be, and hereby is, approved on an accelerated basis. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.12 Kevin M. O’Neill, Deputy Secretary. [FR Doc. 2013–11760 Filed 5–16–13; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–69565; File No. SR–NYSE– 2013–33] Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing of Proposed Rule Change Proposing To: (i) Delete the Sections in the Listed Company Manual (the ‘‘Manual’’) Containing the Listing Application Materials (Including the Listing Application and the Listing Agreement) and Adopt Updated Listing Application Materials That Will Be Posted on the Exchange’s Web Site; and (ii) Adopt as New Rules Certain Provisions That Are Currently Included in the Various Forms of Agreements That Are in the Manual, as Well as Some Additional New Rules That Make Explicit Existing Exchange Policies With Respect to Initial Listings wreier-aviles on DSK5TPTVN1PROD with NOTICES May 13, 2013. 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 April 30, 2013, New York Stock Exchange LLC (the ‘‘Exchange’’ or ‘‘NYSE’’) filed with the Securities and Exchange Commission (the ‘‘Commission’’) the proposed rule change as described in 11 Id. 12 17 CFR 200.30–3(a)(12). U.S.C. 78s(b)(1). 2 15 U.S.C. 78a. 3 17 CFR 240.19b–4. 1 15 VerDate Mar<15>2010 15:20 May 16, 2013 Jkt 229001 Items I, II, and III below, which Items have been prepared by the selfregulatory organization. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to: (i) Delete the sections in the Listed Company Manual (the ‘‘Manual’’) containing the listing application materials (including the listing application and the listing agreement) and adopt updated listing application materials that will be posted on the Exchange’s Web site; and (ii) adopt as new rules certain provisions that are currently included in the various forms of agreements that are in the Manual, as well as some additional new rules that make explicit existing Exchange policies with respect to initial listings. The text of the proposed rule change is available on the Exchange’s Web site at www.nyse.com, at the principal office of the Exchange, 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 those 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 parts of such statements. A. Self-Regulatory Organization’s Statement of the Purpose of, and the Statutory Basis for, the Proposed Rule Change 1. Purpose The Exchange proposes to: (i) delete the forms of documents required in connection with a listing from the Manual and eliminate requirements from those documents that are redundant or that no longer serve any regulatory purpose; and (ii) adopt as new rules certain provisions that are currently included in the various forms of agreements that are in the Manual, as well as some additional new rules that make explicit existing Exchange policies with respect to initial listings. In lieu of their inclusion in the Manual, the Exchange proposes to make all of the PO 00000 Frm 00055 Fmt 4703 Sfmt 4703 29165 required documents (including the listing application and the listing agreement) available on its Web site (www.nyx.com).4 In the event that in the future the Exchange makes any substantive changes (including changes to the rights, duties, or obligations of the applicant or the Exchange, or that would otherwise require a rule filing) to those documents being removed from the Manual, it will submit a rule filing to the Securities and Exchange Commission (‘‘SEC’’) to obtain approval of such changes.5 The Exchange will maintain all historical versions of those documents on its Web site after changes have been made, so that it will be possible to review how each document has changed over time. Part I of the rule filing includes a discussion of the proposed changes to the Manual on a section-by-section basis. Part II sets out the Exchange’s proposed approach to each item included in the current forms of listing agreements for domestic companies and Part III sets out the Exchange’s proposed approach to each item included in the current forms of listing agreements for foreign private issuers. Part IV sets forth the Exchange’s proposed approach to each requirement in the current form of the original listing application. Finally, Part V sets forth the Exchange’s proposed approach to the requirements in the forms of transfer agent and registrar agreements. I. Proposed Changes to the Manual by Section The following is a discussion of the changes being made to the Manual on a section-by-section basis: 6 4 The forms of all of the documents required in connection with a listing application as they will appear on the Exchange’s Web site are included in Exhibit 3 to this filing. The Commission notes that Exhibit 3 is attached to the filing, not to this Notice. It has been a long-standing practice of the Exchange to post on its Web site the forms of the documents required to be submitted in connection with applications to list. After approval of this proposal the Exchange will continue that practice as before, but the forms of those documents will no longer be set forth in the Manual. 5 The Exchange will not submit a rule filing if the changes made to a document are typographical or stylistic in nature. 6 All rule references in this filing are to sections of the Manual unless otherwise specified. In addition to the changes discussed herein, the Exchange proposes to amend the following sections of the Manual to remove cross-references therein to sections that are proposed to be deleted or amended and to state that the required documents are on the Exchange’s Web site or available from the Exchange upon request: Sections 102.01C(F) (Minimum Numerical Standards—Domestic Companies— Equity Listings); 103.01B(C) (Minimum Numerical Standards Non-U.S. Companies Equity Listings); 103.04 (Sponsored American Depository Receipts or Shares (‘‘ADRS’’)); 204.00(B) (Notice to and Filings E:\FR\FM\17MYN1.SGM Continued 17MYN1 29166 Federal Register / Vol. 78, No. 96 / Friday, May 17, 2013 / Notices Amendments to Sections 102.01C and 103.01B Sections 102.01C and 103.01B permit companies to make certain adjustments to their reported financial information for purposes of complying with the Exchange’s initial quantitative listing standards. This adjusted financial data is required to be included as part of the company’s listing application. The Exchange proposes to amend each of these sections to remove a crossreference to the listing application in Section 702.04 and to state that the form of listing application and information regarding supporting documents required in connection with adjustments to historical financial data are available on the Exchange’s Web site or from the Exchange upon request. Amendment to Sections 103.04— Sponsored American Depository Receipts or Shares (‘‘ADRs’’) Section 103.04 contains requirements for companies listing American Depositary Receipts (‘‘ADRs’’). The Exchange proposes to delete a crossreference to the listing agreements in Section 901.00 and to add a statement that the form of listing agreement and information regarding supporting documents required in connection with listing ADRs are available on the Exchange’s Web site or from the Exchange upon request. Addition of Section 104.00— Confidential Review of Eligibility The Exchange proposes to add a new Section 104.00 to describe the free confidential review of the eligibility for listing undertaken by the Exchange of any company that (i) requests such a review and (ii) provides the documents listed in Section 104.01 (for domestic companies) or Section 104.02 (for nonU.S. companies). A company may submit an original listing application only after it has been cleared to do so by the Exchange after completion of a confidential eligibility review. Amendment to Section 104.02—NonU.S. Companies The Exchange proposes to amend Section 104.02 to state that an applicant seeking a confidential eligibility review should provide a copy of its charter and by-laws ‘‘or equivalent constitutional documents,’’ in recognition of the fact that in a number of countries constitutional documents are not in the form of charters or by-laws. At the same time, the Exchange proposes to delete the requirement that the copy provided be certified, as the certification is not necessary for such review. The Exchange proposes to modify the provision specifying that it will review specimens of certificates traded or to be traded in the U.S. market by inserting the words ‘‘if any’’ at the end of the provision, as not all listed securities are certificated and the provision will therefore not always be applicable. The Exchange also proposes to delete the requirement to provide worldwide and U.S. stock distribution schedules. The stock distribution schedule requirement is obsolete because the Exchange obtains the distribution information it needs from the applicant’s transfer agent. In addition, the Exchange proposes to add a statement that the form of listing application and information regarding supporting documents are available on the Exchange’s Web site or from the Exchange upon request. The Exchange proposes to amend Section 104.01 to delete the requirement to certify the copy of the applicant’s charter and by-laws provided in connection with a confidential eligibility review, as the certification is not necessary for such review. The Exchange proposes to modify the Proposed Section 107.00—Financial Disclosure and Other Information Requirements The Exchange proposes to include in the Manual a new Section 107.00 (‘‘Financial Disclosure and Other Information Requirements’’) as follows: • Section 107.01 (Auditing Standards) A company’s qualification to list will be determined on the basis of financial statements that are either: (i) prepared in accordance with U.S. with the Exchange); 204.04 (Business Purpose Changed); 204.13 (Form or Nature of Listed Securities Changed); 204.18 (Name Change); and 204.23 (Rights or Privileges of Listed Security Changed Last Modified: 8/21/2006). 7 The Exchange’s requirements with respect to the form and content of stock certificates are set forth in Section 501.01 of the Manual and those with respect to bond certificates are set forth in Section 501.02. Amendment to Section 104.01— Domestic Companies wreier-aviles on DSK5TPTVN1PROD with NOTICES provision specifying that it will review specimen bond or stock certificates by inserting the words ‘‘if any’’ at the end of the provision, as not all listed securities are certificated and the provision will therefore not always be applicable.7 In addition, the Exchange proposes to add a statement that the form of listing application and information regarding supporting documents are available on the Exchange’s Web site or from the Exchange upon request. VerDate Mar<15>2010 15:20 May 16, 2013 Jkt 229001 PO 00000 Frm 00056 Fmt 4703 Sfmt 4703 generally accepted accounting principles; or (ii) reconciled to U.S. generally accepted accounting principles as required by the SEC’s rules; or (iii) prepared in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board, for Companies that are permitted to file financial statements using those standards consistent with the SEC’s rules. • Section 107.02 (Auditor Registration) Each company applying for initial listing must be audited by an independent public accountant that is registered as a public accounting firm with the Public Company Accounting Oversight Board, as provided for in Section 102 of the Sarbanes-Oxley Act of 2002.8 • Section 107.03 (SEC Compliance) No security shall be approved for listing if the issuer has not for the 12 months immediately preceding the date of listing filed on a timely basis all periodic reports required to be filed with the SEC or Other Regulatory Authority or the security is suspended from trading by the SEC pursuant to Section 12(k) of the Exchange Act. ‘‘Other Regulatory Authority’’ means: (i) in the case of a bank or savings authority identified in Section 12(i) of the Exchange Act, the agency vested with authority to enforce the provisions of Section 12 of the Exchange Act; or (ii) in the case of an insurance company that is subject to an exemption issued by the SEC that permits the listing of the security, notwithstanding its failure to be registered pursuant to section 12(b), the Commissioner of Insurance (or other officer or agency performing a similar function) of its domiciliary state. • Section 107.04 (Exchange Information Requests) The Exchange may request any information or documentation, public or non-public, deemed necessary to make a determination regarding a security’s initial listing, including, but not limited to, any material provided to or received from the SEC or Other Regulatory Authority (as defined in Section 107.03). A company’s security may be denied listing if the company fails to provide such information within a reasonable period of time or if any communication to the Exchange contains a material misrepresentation or omits material information necessary to make the communication to the Exchange not misleading. While the Exchange’s historical and current practice has been to impose all of the foregoing requirements as a 8 15 U.S.C. 7212. E:\FR\FM\17MYN1.SGM 17MYN1 Federal Register / Vol. 78, No. 96 / Friday, May 17, 2013 / Notices proposes to amend Section 501.02 to include an identical requirement. matter of practice, it believes that the transparency of having these policies stated explicitly in the Manual will be helpful. Amendments to Sections 204.00— Notice to and Filings With the Exchange, 204.04—Business Purpose Changed, 204.13—Form or Nature of Listed Securities Changed, 204.18— Name Change, and 204.23—Rights or Privileges of Listed Security Changed The Exchange proposes to amend Sections 204.00, 204.04, 204.13, 204.18 and 204.23 to delete cross-references therein to sections of the Manual relating to the listing application and listing agreements and to replace such cross-references with a statement that the form of listing application and information regarding supporting documents required in connection with the listing application are available on the Exchange’s Web site or from the Exchange upon request. wreier-aviles on DSK5TPTVN1PROD with NOTICES Amendment to Section 311.01— Publicity and Notice to the Exchange of Redemption The Exchange proposes to delete from the forms of listing agreements for domestic and non-U.S. companies a provision that requires partial redemptions of listed securities to be either pro rata or by round lot. In lieu of those provisions, the Exchange proposes to amend Section 311.01 to impose an identical requirement. Amendments to Sections 501.01—Stock Certificates and 501.02—Bond Certificates The Exchange proposes to delete from the forms of listing agreements for domestic and non-U.S. companies a provision that requires listed companies to issue new certificates for listed securities replacing lost ones upon notification of loss of the original certificate and receipt of proper indemnity. In lieu of those provisions, the Exchange proposes to amend Section 501.01 to include an identical requirement. The Exchange proposes to delete from the forms of listing agreements for domestic and non-U.S. companies a provision that provides that, in the event of the issuance of any duplicate bond to replace a bond which has been alleged to be lost, stolen or destroyed and the subsequent appearance of the original bond in the hands of an innocent bondholder, either the original or the duplicate bond must be taken up and cancelled and the issuer must deliver to such holder another bond theretofore issued and outstanding. In lieu of those provisions, the Exchange VerDate Mar<15>2010 15:20 May 16, 2013 Jkt 229001 29167 process which will be more informative for listing applicants. Section 601.00 et seq.—Services To Be Provided by Transfer Agents and Registrars and Sections 906.01– 906.03.—Agreements of Transfer Agents and Registrars With the Exchange Section 702.00 will be renamed ‘‘Original Listing Application for Securities of an Issuer Which Does Not at the Time of Application Have any Other Securities Listed On the Exchange.’’ The following is a description of the listing process as set forth in Section 702.00 as amended: If a company wishes to list a class of securities (including common equity securities) but does not at the time of application have any other class of securities listed on the Exchange, the company must first seek a free confidential review of listing eligibility as set forth in Section 104.00. If, upon completion of this free confidential review, the Exchange determines that a company is eligible for listing, the Exchange will notify that company in writing (the ‘‘clearance letter’’) that it has been cleared to submit an original listing application. A clearance letter is valid for nine months from its date of issuance. If a company does not list within that nine month period and wishes to list thereafter, the Exchange will perform another confidential listing eligibility review as a condition to the issuance of a new clearance letter. After receiving a clearance letter, a company choosing to list must file an original listing application. The original listing application and other required supporting documents can be found on www.nyx.com. A company should submit drafts of the original listing application and other required documents as far in advance as possible of the time it seeks Exchange authorization of its application. In the case of documents which by their nature cannot be completed until close to the listing date, the Exchange will authorize an application upon the condition that a company submits the supporting documents as soon as available, but, in any event, before the listing date. Prior to the listing date, the company’s securities will be allocated to a Designated Market Maker pursuant to the Exchange’s Allocation Policy. The company’s Exchange representative will provide a copy of the Allocation Policy to the company. Section 902.03 hereof requires certain categories of listing applicants to pay an Initial Application Fee as a prior condition to receipt of eligibility clearance. Promptly after making a determination that a company is eligible to list but subject to payment of the Initial Application Fee, the Exchange shall inform such company in writing that it is entitled to receive a clearance letter upon payment of the applicable In its revised listing agreement, as described in Parts II and III below, the Exchange has included an explicit agreement by the applicant issuer to abide by the transfer agent and registrar requirements set forth in Section 601.00 of the Manual et seq. In light of that requirement in the proposed listing agreement and the explicit requirements of Section 601.00 et seq., the Exchange proposes to no longer require the execution of the forms of transfer agent and registrar agreements currently set forth in Sections 906.01, 906.02 and 906.03 of the Manual. The Exchange notes that neither NASDAQ nor NYSE MKT requires similar agreements. As described in Part V below, the Exchange proposes to add to Section 601.01 certain requirements set forth in the transfer agent and registrar agreements that are not currently embodied in any other rule. In addition to deleting Sections 906.01, 906.02 and 906.03, the Exchange proposes to delete the references to those agreements in Section 601.01 and an erroneous reference in Section 601.01(B) to Section 906.04, which does not exist.9 The Exchange proposes to delete Section 601.03 in its entirety, as it relates solely to the forms of transfer agent and registrar agreements which the Exchange is proposing to eliminate. Modification to Section 701.02—Listing Fees The Exchange proposes to modify the reference to Section 902.02 in Section 701.02 so that it will refer to the correct current title of Section 902.02, ‘‘General Information on Fees.’’ Amendment to Section 702.00— Original Listing Application Securities of Other Than Debt Securities The Exchange proposes to amend Section 702.00 (Original Listing Application Securities of Other than Debt Securities) to replace the general information currently in that section with a general outline of the listing 9 The reference to Section 906.04 is included as a parenthetical after a reference to the ‘‘Transfer Agent-Registrar Agreement Type A’’ in Section 601.01 (B) and to the ‘‘Transfer Agent-Registrar Agreement Type B’’ in Section 601.01 (C), which are actually included in Section 906.03. The Exchange therefore believes that the erroneous references to Section 906.04 should have instead referred to Section 906.03. PO 00000 Frm 00057 Fmt 4703 Sfmt 4703 E:\FR\FM\17MYN1.SGM 17MYN1 wreier-aviles on DSK5TPTVN1PROD with NOTICES 29168 Federal Register / Vol. 78, No. 96 / Friday, May 17, 2013 / Notices Initial Application Fee.10 Applicants that are not subject to the Initial Application Fee will not receive any similar notification, but rather will receive a clearance letter promptly after the Exchange has made an eligibility determination. In addition to applying to the Exchange, a company must, prior to the listing date, register its securities with the SEC under the Exchange Act (unless securities are exempt from the registration requirement). When the Exchange approves securities for listing and receives a company’s Exchange Act registration statement, it will certify such approval to the SEC. (See Section 702.01 (Registration under the Securities Exchange Act of 1934).) The Exchange proposes to delete from the Manual Sections 702.01 (Introduction), 702.02 (Timetable for Original Listing of Securities Other than Debt Securities), 702.03 (Submission of Listing Application), 702.04 (Supporting Documents) and 702.05 (Printing of Application). Section 702.01 describes the listing application as historically used, which was not on a set form and required companies to provide a narrative of the information relevant to the particular issue. The listing application form used going forward will be in the form of a questionnaire and the Exchange will not require the sort of narrative that was historically included in the listing application, as this information is typically all readily available in the company’s SEC filings, as discussed in Parts II and III below. Section 702.02 is being eliminated because the timeline provided in that section is very approximate and does not necessarily bear any relation to the listing experience of any individual company. As such, the Exchange believes it is of limited practical value. The Exchange proposes to eliminate Section 702.03 (Submission of Listing Application), as the Exchange’s requirements with respect to the submission of copies of the listing application will be set forth in detail in listing checklists posted on the Exchange’s Web site. The Exchange also proposes to delete Section 702.04 (Supporting Documents). To the extent that the documents described in Section 702.04 continue to be relevant to the listing process, the Exchange will request them from issuers pursuant to the listing application checklists described above. 10 The purpose of this notification is to assure any such company that it will not have to pay a nonrefundable Initial Application Fee subject to any risk that it will not subsequently receive a clearance letter. VerDate Mar<15>2010 15:20 May 16, 2013 Jkt 229001 The following is the list of supporting documents required by Section 702.04 in its current form and a discussion of whether each individual document will continue to be required and, if not, why not: Signed Application: The Exchange will continue to require copies of the signed application but will require two signed copies of the application going forward rather than the signed copy and five conformed copies specified in Section 702.04, as Exchange staff only require two copies for internal record keeping purposes. Charter and By-Laws: The charter and by-laws will continue to be required. The Exchange proposes to no longer require that the copies provided be certified, as the certification is not necessary for its review. Resolutions: The Exchange will continue to require copies of the applicable board resolutions, although they will no longer need to be certified, as certification is not necessary to the Exchange’s review. Opinions of Counsel/Certificate of Good Standing: These documents will continue to be required. Stock Distribution Schedule: The Exchange proposes to eliminate the stock distribution schedule requirement. The stock distribution schedule requirement is obsolete because the Exchange obtains the distribution information it needs from the applicant’s public filings and from its transfer agent. Certificate of Transfer Agent/ Certificate of Registrar: The Exchange proposes to no longer require these documents, as the information the Exchange needs about the applicant’s outstanding shares is available in its prospectus or periodic SEC reports, as well as the report of the applicant’s outstanding shares that will be required to be delivered to the Exchange once a quarter after listing. Notice of Availability of Stock Certificates: The Exchange proposes to no longer require this document as all transactions in listed securities in the national market system are conducted electronically through DTCC. Specimens of the Securities for Which Listing Application is Made: The Exchange proposes to continue to require copies of specimen certificates, if any. Public Authority Certificate: The Exchange proposes to continue to require public authority certificates, where applicable. Prospectus: The Exchange does not propose to continue to require applicants to provide copies of their PO 00000 Frm 00058 Fmt 4703 Sfmt 4703 final prospectuses, as they are publicly available on the SEC’s Web site. Financial Statements: The Exchange does not propose to continue to require applicants to provide copies of their financial statements, as they are included in the applicant’s SEC filings which are publicly available on the SEC’s Web site. Adjustments to Historical Financial Data: The Exchange proposes to continue to require companies to provide as part of their application copies of any adjusted financial data used in connection with the financial qualification for listing of the applicant. Listing Agreement: The Exchange proposes to require the applicable form of proposed revised listing agreement as set forth elsewhere in this filing. Memorandum with Respect to Unpaid Dividends, Unsettled Rights and Record Dates: The Exchange proposes to no longer require this document, as all of the required information is included in the proposed revised listing application included in Exhibit 3 hereto.11 Registration form under the Securities Exchange Act of 1934: The Exchange proposes to continue to require applicants to supply this document. The second paragraph of Section 702.04 requires applicants to provide required documents at least one week prior to listing or, if this is not possible because of the nature of the document in question, as soon as practicable thereafter, but in any event prior to the first day of trading subject to the Exchange’s conditional listing approval. As set forth above, similar requirements will be included in Section 702.00 as amended. Section 702.00 as amended will provide that documents should be provided to the Exchange as far in advance of when the company seeks authorization of its application as possible. The Exchange proposes to delete Section 702.05 (Printing of Application). The Exchange has not distributed printed copies of approved listing applications for many years and, consequently, the discussion of the printing and distribution of applications in Section 702.05 has no current relevance. The listing application in its current form requires issuers to provide significant amounts of disclosure about the issuer’s business and financial condition and market participants needed copies of applications to obtain access to that information. The listing application has lost its relevance as a disclosure document in recent decades due to the development of the SEC’s 11 The Commission notes that Exhibit 3 is attached to the filing, not to this Notice. E:\FR\FM\17MYN1.SGM 17MYN1 Federal Register / Vol. 78, No. 96 / Friday, May 17, 2013 / Notices wreier-aviles on DSK5TPTVN1PROD with NOTICES own comprehensive disclosure system. Market participants now rely on a company’s SEC filings as a comprehensive source of information about the applicant company and they no longer need to receive copies of a company’s listing application for that purpose. Section 702.06 (Registration under the Securities Exchange Act of 1934) will be renumbered as Section 702.01. Amendment to 703.00—Subsequent Listing Applications and Debt Securities Applications The Exchange proposes to amend Section 703.00 by modifying subsections 703.01 through 703.14, each of which relates to the filing of supplemental listing applications in different circumstances and in relation to different types of securities. In each case, the subsection will be amended to delete references to the form of supplemental listing application set forth in Section 903.02 and also the lists of documents required to be submitted in connection with the relevant supplemental listing application. Instead, each applicable subsection of Section 703.00 will state that the form of listing application and information regarding supporting documents required in connection with supplemental listing applications and debt securities applications are available on the Exchange’s Web site or from the Exchange upon request. Section 703.01 Part 1(A) currently states that the application must be in the form of a memo from the company. This statement is modified to instead provide that the applicable forms of listing applications and information regarding supporting documents required in connection with supplemental listing applications and debt securities applications are available on the Exchange’s Web site or from the Exchange upon request. Section 703.01 Part 2(B) currently provides that four signed typewritten copies of the supplemental listing application must be provided to the Exchange. The Exchange currently needs only two signed copies and its needs may change over time. Therefore the Exchange proposes to amend this provision so that it will state that information about the number of required copies of the application can be found on the Exchange’s Web site or will be provided by Exchange staff upon request. The Exchange proposes to amend Section 703.02 Part 1(B) to remove an obsolete reference to the Exchange’s weekly bulletin, which is no longer distributed. VerDate Mar<15>2010 15:20 May 16, 2013 Jkt 229001 The Exchange proposes to amend a reference in Section 703.02 (part 2) (Stock Split/Stock Rights/Stock Dividend Listing Process) of the Manual to the form of due-bill agreement as currently set forth in Section 904.05 so that it will refer to Section 904.02 to reflect the proposed renumbering described below. Proposed Amendment to Section 802.01D—Other Criteria Section 802.01D of the Manual sets forth non-quantitative bases on which the Exchange may make a determination to delist a company when it deems such action to be appropriate. The Exchange proposes to add to this section a provision explicitly providing that the Exchange may delist a company for a breach of the terms of its listing agreement. While Section 802.01D already provides broad discretion to the Exchange to delist a company when its continued listing is deemed inadvisable, the Exchange believes that a violation of the terms of a company’s listing agreement may in certain circumstances be of such a serious nature that it should result in a delisting and that it is desirable to make that possibility explicit in the rule. The Exchange also proposes to correct typographical errors in Section 802.01D by replacing colons with semi-colons in the list of possible defects in an audit opinion that may be a basis for delisting. Section 901.00—Listing Agreements Section 901.00 sets forth the following agreements that are required for listing on the Exchange: 901.01—Listing Agreement for Domestic Companies 901.02—Listing Agreement for Foreign Private Issuers 901.03—Listing Agreement for Depositary of a Foreign Private Issuer 901.04—For Japanese Companies—Free Share Distribution Understanding 901.05—Listing Agreement for Voting Trusts As the Exchange has amended the Manual over time, the forms of listing agreements have not always been amended to reflect changes made to the underlying listing requirements. Certain provisions of the listing agreements also reflect practices at the Exchange and in the securities markets generally that are no longer prevalent, such as the transfer of physical securities in Exchange transactions rather than the contemporary system of book entry transfer through the Depository Trust & Clearing Corporation (‘‘DTCC’’). Consequently, there are provisions in the listing agreements that are obsolete. PO 00000 Frm 00059 Fmt 4703 Sfmt 4703 29169 The Exchange proposes to remove from the Manual each of the agreements set forth in Sections 901.01 through 901.05. Revised versions of the agreements will be posted on the Exchange’s Web site. These revised versions will be streamlined to remove obsolete provisions and those provisions that are duplicative of requirements included elsewhere in the Manual. The Exchange believes that this approach is consistent with the practice of other national securities exchanges, including NASDAQ and NYSE MKT. The Exchange’s proposed approach to each item included in the current forms of listing agreements for domestic companies and foreign private issuers in Sections 901.01 and 901.02 is set out in Parts II and III below. The Exchange proposes to delete from the Manual each of the listing agreement for the depositary of a foreign private issuer set forth in Section 901.03, the Free Share Distribution Agreement for Japanese companies in Section 901.04 and the Listing Agreement for Voting Trusts set forth in Section 901.05. However, the current forms of those agreements, as currently set forth in Sections 901.03, 901.04 and 901.05, will be available on the Exchange’s Web site at www.nyx.com and will continue to be used where applicable. Section 902.01—Listed Securities Fee Agreement The Exchange proposes to eliminate the Listing Securities Fee Agreement as an agreement to pay all applicable fees is included as part of the proposed amended listing agreement. Accordingly Section 902.01 of the Manual will be deleted in its entirety. Section 903.00—Listing Applications The Exchange proposes to delete from the Manual the form of original listing application contained in Section 903.01 and the form of supplemental listing application contained in Section 903.02. Accordingly, Sections 903.01 and 903.02 will be deleted from the Manual in their entirety. In addition, Section 903.00, which provides a summary of the current contents of Sections 903.01 and 903.02, will be deleted in its entirety. A revised form of the original listing application and the existing forms of the supplemental listing applications for various types of issuance as currently set forth in Section 903.02 (which are not being revised at this time) will be provided on the Exchange’s Web site. A fuller discussion of the proposed changes to the form of original listing application is included in Part IV below. E:\FR\FM\17MYN1.SGM 17MYN1 29170 Federal Register / Vol. 78, No. 96 / Friday, May 17, 2013 / Notices Section 904.00—Other Forms The Exchange proposes to delete from the Manual Sections 904.01 (Stock Distribution Schedule) and 904.02 (Unpaid Dividends, Unsettled Rights, and Record Dates—Memorandum). Section 904.03 (‘‘Due Bill’’ Form Letter) will be renumbered as Section 904.01. Section 904.04 (Foreign Currency Warrants and Currency Index Warrants and Stock Index Warrants Membership Circular) will be renumbered as Section 904.02. The Stock Distribution Schedule in Section 904.01 is obsolete because the Exchange obtains the distribution information it needs from the company’s transfer agent. The Exchange notes that the only information it needs for purposes of determining the company’s compliance with Exchange distribution requirements is the number of round lot holders. Information about how many holders there are of different ranges of numbers of shares, the 10 largest holdings, and the geographical distribution of stockholders, is not relevant to any Exchange listing requirement. The Exchange proposes to require applicants to provide in the revised form of original listing application the information required by the memorandum currently set forth in Section 904.02.12 wreier-aviles on DSK5TPTVN1PROD with NOTICES II. Listing Agreement for Domestic Companies The following sets forth each of the requirements included in the current form of listing agreement for domestic companies currently set forth in Section 901.01 of the Manual and the Exchange’s proposed approach to each item upon adoption of its new form of listing agreement. Also set forth are the requirements that would be in the proposed amended listing agreement for domestic companies. Section I 1. The Corporation will promptly notify the Exchange of any change in the general character or nature of its business. • The Exchange proposes to delete this requirement as it is identical to Section 204.19 of the Manual. 2. The Corporation will promptly notify the Exchange of any changes of officers or directors. • The Exchange proposes to delete this requirement as it is identical to Section 204.10 of the Manual. 3. The Corporation will promptly notify the Exchange in the event that it 12 See Section II.A of the proposed form of listing application set forth in Exhibit 3 hereto. VerDate Mar<15>2010 15:20 May 16, 2013 Jkt 229001 or any company controlled by it shall dispose of any property or of any stock interest in any of its subsidiary or controlled companies, if such disposal will materially affect the financial position of the Corporation or the nature or extent of its operations. • The Exchange proposes to delete this requirement as it is identical to Section 204.11 of the Manual. 4. The Corporation will promptly notify the Exchange of any change in, or removal of, collateral deposited under any mortgage or trust indenture, under which securities of the Corporation listed on the Exchange have been issued. • The Exchange proposes to delete this requirement as it is identical to Section 204.07 of the Manual. 5. The Corporation will: a. File with the Exchange four copies of all material mailed by the Corporation to its stockholders with respect to any amendment or proposed amendment to its Certificate of Incorporation. • Section 204.00(B) of the Manual requires companies to promptly provide to the Exchange one hard copy of any notice to shareholders with respect to any proposed amendments to the company’s charter, as well as a certified copy of the amended charter along with a letter of transmittal indicating the sections amended since the previous filing of amendments or amended documents, following the date that such notice is given or the charter is amended. Section 204.00(B) requires companies to follow a similar procedure with respect to resolutions of the Board of Directors, or any certificate or other document, having the effect of an amendment to the charter or by-laws. The requirements of Section 204.00(B) serve the Exchange’s needs with respect to charter amendments, in particular because all material used in soliciting shareholders’ votes in connection with any charter amendment must be filed with the SEC and are readily accessible by the NYSE’s staff on the SEC Web site. In addition, Section 402.01 of the Manual requires listed companies to file with the Exchange six definitive copies of the proxy material (together with proxy card) not later than the date on which such material is sent, or given, to any security holders. The Exchange notes that compliance with Section 402.01 fulfills the company’s obligation under Exchange Act Rule 14a–6(c) to file with the Exchange three copies of all materials mailed to shareholders in connection with a proxy solicitation. Consequently, the Exchange proposes to eliminate this section of the listing agreement. PO 00000 Frm 00060 Fmt 4703 Sfmt 4703 b. File with the Exchange a copy of any amendment to its Certificate of Incorporation, or resolution of Directors in the nature of an amendment, certified by the Secretary of the state of incorporation, as soon as such amendment or resolution shall have been filed in the appropriate state office. • Section 204.00(B) of the Manual requires companies to provide to the Exchange a certified copy of the amended charter. Consequently, the Exchange proposes to eliminate this section of the listing agreement. c. File with the Exchange a copy of any amendment to its By-Laws, certified by a duly authorized officer of the Corporation, as soon as such amendment shall have become effective. • The Exchange proposes to delete this requirement as it is duplicative of Section 204.00(B) of the Manual, which requires companies to file with the Exchange copies of any amendments to their by-laws. 6. The Corporation will disclose in its annual report to shareholders, for the year covered by the report: (1) The number of shares of its stock issuable under outstanding options at the beginning of the year; separate totals of changes in the number of shares of its stock under option resulting from issuance, exercise, expiration or cancellation of options; and the number of shares issuable under outstanding options at the close of the year, (2) the number of unoptioned shares available at the beginning and at the close of the year for the granting of options under an option plan, and (3) any changes in the exercise price of outstanding options, through cancellation and reissuance or otherwise, except price changes resulting from the normal operation of anti-dilution provisions of the options. • The Exchange proposes to delete this section, as the SEC previously approved the elimination of a similar requirement in Section 703.09 of the Manual on the basis that the SEC’s own rules provided for comprehensive disclosure regarding options.13 7. The Corporation will report to the Exchange, within ten days after the close of a fiscal quarter, in the event any previously issued shares of any stock of the Corporation listed on the Exchange have been reacquired or disposed of, directly or indirectly, for the account of the Corporation during such fiscal quarter, such report showing separate totals for acquisitions and dispositions and the number of shares of such stock so held by it at the end of such quarter. 13 See Securities Exchange Act Release No. 54344 (August 21, 2006), 71 FR 51260 (August 29, 2006) (SR–NYSE–2005–68). E:\FR\FM\17MYN1.SGM 17MYN1 wreier-aviles on DSK5TPTVN1PROD with NOTICES Federal Register / Vol. 78, No. 96 / Friday, May 17, 2013 / Notices • The Exchange proposes to delete this requirement as it is identical to Section 204.25 of the Manual. 8. The Corporation will promptly notify the Exchange of all facts relating to the purchase, direct or indirect, of any of its securities listed on the Exchange at a price in excess of the market price of such security prevailing on the Exchange at the time of such purchase. • Exchange rules have not prohibited off-board trading for many years. NYSE Regulation, Inc. (‘‘NYSE Regulation’’) conducts a variety of surveillances based on trading on the NYSE to detect potentially manipulative trading activity in Exchange listed securities, as well as other violative activity. NYSE Regulation investigates alerts triggered by its surveillances and, if warranted, either (i) initiates regulatory action against the responsible member or member organization or (ii) refers to the matter to the SEC if the responsible market participant is not subject to the Exchange’s jurisdiction. It is our understanding that other market centers that offer trading in NYSE listed securities pursuant to unlisted trading privileges also conduct surveillance of trading on their markets. NYSE Regulation relies on its regulatory surveillance program to monitor trading in listed securities, rather than on reporting by the companies themselves, and believes that its surveillance program is adequate for that purpose. Of course, any complaints or inquiries by listed companies or others are thoroughly investigated by NYSE Regulation, which takes action if violative activity is identified. In addition, Regulation NMS and the order protection rules of the Exchange and other market centers are designed to assure that orders are not executed outside the prevailing market, subject to certain exceptions. With respect to a listed company’s purchases of its own securities, SEC Rule 10b–18 provides a safe harbor for such purchases that meet the conditions set forth in that rule and companies are required to report all purchases of their own securities pursuant to Item 703 of Regulation S–K. Consequently, the Exchange has for some time not required companies to comply with the requirement to inform the Exchange about any share purchases at prices in excess of the market price on the Exchange and therefore proposes to delete this provision, as the Exchange believes that the regulatory concerns originally underpinning this requirement are now more appropriately addressed through its regulatory VerDate Mar<15>2010 15:20 May 16, 2013 Jkt 229001 surveillance program and SEC rules and reporting requirements. 9. The Corporation will not select any of its securities listed on the Exchange for redemption otherwise than by lot or pro rata, and will not set a redemption date earlier than fifteen days after the date corporate action is taken to authorize the redemption. • The Exchange proposes to delete this requirement. The fifteen days [sic] notice of a date set for partial redemptions is included in Sections 204.22 and 311.01 of the Manual. The Exchange proposes to amend Section 311.01 to include the requirement that redemptions of listed securities must be pro rata or by lot. 10. The Corporation will promptly notify the Exchange of any corporate action which will result in the redemption, cancellation or retirement, in whole or in part, of any of its securities listed on the Exchange, and will notify the Exchange as soon as the Corporation has notice of any other action which will result in any such redemption, cancellation or retirement. • The Exchange proposes to delete this requirement as it is duplicative of Section 204.22 of the Manual. 11. The Corporation will promptly notify the Exchange of action taken to fix a stockholders’ record date, or to close the transfer books, for any purpose, and will take such action at such time as will permit giving the Exchange at least ten days’ notice in advance of such record date or closing of the books. • The Exchange proposes to delete this requirement as it is duplicative of the notice requirements contained in Sections 204.06, 204.17, 204.21 and 401.02 of the Manual. The Exchange notes that it reminds listed companies of its notice requirements in a letter sent annually to all listed companies and that the notice requirements are also included in the ‘‘Guide to Requirements for Submitting Data to the Exchange’’ which is included as part of the introductory material in the Manual. 12. In case the securities to be listed are in temporary form, the Corporation agrees to order permanent engraved securities within thirty days after the date of listing. • The Exchange proposes to delete this provision, as all securities traded through the facilities of the Exchange are now traded electronically, so requirements with respect to securities certificates are no longer relevant. 13. The Corporation will furnish to the Exchange on demand such information concerning the Corporation as the Exchange may reasonably require. PO 00000 Frm 00061 Fmt 4703 Sfmt 4703 29171 • The Exchange proposes to retain this provision in its revised form of listing agreement and in proposed new Section 107.04. 14. The Corporation will not make any change in the form or nature of any of its securities listed on the Exchange, nor in the rights or privileges of the holders thereof, without having given twenty days’ prior notice to the Exchange of the proposed change, and having made application for the listing of the securities as changed if the Exchange shall so require. • The Exchange proposes to delete this requirement as it is duplicative of Section 204.13 of the Manual. 15. The Corporation will make available to the Exchange, upon request, the names of member firms of the Exchange which are registered owners of stock of the Corporation listed on the Exchange if at any time the need for such stock for loaning purposes on the Exchange should develop, and in addition, if found necessary, will use its best efforts with any known large holders to make reasonable amounts of such stock available for such purposes in accordance with the rules of the Exchange. • The Exchange proposes to delete this requirement, as it is not reflective of current Exchange practices. 16. The Corporation will promptly notify the Exchange of any diminution in the supply of stock available for the market occasioned by deposit of stock under voting trust agreements or other deposit agreements, if knowledge of any such actual or proposed deposits should come to the official attention of the officers or directors of the Corporation. • The Exchange proposes to delete this requirement as it is duplicative of Section 204.09 of the Manual. 17. The Corporation will make application to the Exchange for the listing of additional amounts of securities listed on the Exchange sufficiently prior to the issuance thereof to permit action in due course upon such application. • The Exchange proposes to delete this requirement as it is duplicative of Section 703.01 Part 2 of the Manual. Section II 1. The Corporation will publish at least once a year and submit to its stockholders at least fifteen days in advance of the annual meeting of such stockholders and not later than three months after the close of the last preceding fiscal year of the Corporation a balance sheet as of the end of such fiscal year, and a surplus and income statement for such fiscal year of the Corporation as a separate corporate E:\FR\FM\17MYN1.SGM 17MYN1 wreier-aviles on DSK5TPTVN1PROD with NOTICES 29172 Federal Register / Vol. 78, No. 96 / Friday, May 17, 2013 / Notices entity and of each corporation in which it holds directly or indirectly a majority of the equity stock; or in lieu thereof, eliminating all intercompany transactions, a consolidated balance sheet of the Corporation and its subsidiaries as of the end of its last previous fiscal year, and a consolidated surplus statement and a consolidated income statement of the Corporation and its subsidiaries for such fiscal year. If any such consolidated statement shall exclude corporations a majority of whose equity stock is owned directly or indirectly by the Corporation: (a) the caption of, or a note to, such statement will show the degree of consolidation; b) the consolidated income account will reflect, either in a footnote or otherwise, the parent company’s proportion of the sum of, or difference between, current earnings or losses and the dividends of such unconsolidated subsidiaries for the period of the report; and (c) the consolidated balance sheet will reflect, either in a footnote or otherwise, the extent to which the equity of the parent company in such subsidiaries has been increased or diminished since the date of acquisition as a result of profits, losses and distributions. Appropriate reserves, in accordance with good accounting practice, will be made against profits arising out of all transactions with unconsolidated subsidiaries in either parent company statements or consolidated statements. Such statements will reflect the existence of any default in interest, cumulative dividend requirements, sinking fund or redemption fund requirements of the Corporation and of any controlled corporation, whether consolidated or unconsolidated. • The Exchange proposes to delete this provision, as it is duplicative in some respects of SEC rules requiring the annual filing of financial statements as part of the company’s annual report on Form 10–K, 20–F, 40–F or NCSR filed with the SEC and the requirement of the SEC’s proxy rules, applicable to domestic Exchange-listed companies, that when an issuer is soliciting proxies for its annual shareholders meeting, the issuer must distribute an annual report including its annual financial statements to shareholders, or notifies shareholders where such information may be accessed on the internet, in connection with proxy solicitation, at the same time as or prior to distribution of the proxy statement.14 The Exchange notes that Section 203.01 of the Manual requires listed companies that are required to file with the SEC an annual 14 See Securities Exchange Act Rule 14C–3. VerDate Mar<15>2010 15:20 May 16, 2013 Jkt 229001 report including audited financial statements (i.e., an annual report on Form 10–K, 20–F, 40–F or NCSR) to simultaneously make such annual report available on or through the company’s Web site and to undertake to provide, upon request, a hard copy of its audited financial statements free of charge. The Exchange also notes that Section 802.01E of the Manual requires the delisting of any listed Company that fails to file its annual report within a compliance period determined by the Exchange, but in no event longer than 12 months from the original filing due date. For foreign private issuers, eliminating this requirement is a substantive change. However, the SEC’s proxy rules are not applicable to foreign private issuers and, in conformity with that position, the NYSE does not intend to impose such requirements itself. 2. All financial statements contained in annual reports of the Corporation to its stockholders will be audited by independent public accountants qualified under the laws of some state or country, and will be accompanied by a copy of the certificate made by them with respect to their audit of such statements showing the scope of such audit and the qualifications, if any, with respect thereto. The Corporation will promptly notify the Exchange if it changes its independent public accountants regularly auditing the books and accounts of the Corporation. • The Exchange proposes to eliminate the first paragraph above as it is duplicative of the SEC’s requirements with respect to Form 10–K and Section 107.02 of the Manual. The Exchange proposes to delete the second paragraph above, as it is duplicative of the requirement to file a Form 8–K (under Item 4.01 of Form 8–K) when a company’s auditor resigns or is dismissed. The Exchange monitors the SEC filings of listed companies and would promptly become aware of the filing of a Form 8–K reporting a change of auditors. 3. All financial statements contained in annual reports of the Corporation to its stockholders shall be in the same form as the corresponding statements contained in the listing application in connection with which this Listing Agreement is made, and shall disclose any substantial items of unusual or nonrecurrent nature. • The Exchange proposes to delete this requirement, as the form of companies’ annual financial statements is dictated by the SEC’s Form 10–K requirements rather than Exchange rules. The Exchange notes that an PO 00000 Frm 00062 Fmt 4703 Sfmt 4703 identical provision was previously deleted from Section 203.01 of the Manual. 4. The Corporation will publish quarterly statements of earnings on the basis of the same degree of consolidation as in the annual report. Such statements will disclose any substantial items of unusual or nonrecurrent nature and will show either net income before and after federal income taxes or net income and the amount of federal income taxes. • The Exchange proposes to replace this requirement with a requirement that companies file quarterly financial information on Form 10–Q. The Exchange notes that Section 802.01E of the Manual, which describes the compliance and delisting provisions for companies that are late in filing their annual reports with the SEC, does not subject companies to delisting if they are late in filing a Form 10–Q. The Exchange does not currently delist companies as a consequence of a failure to file a Form 10–Q on a timely basis, although the Exchange has discussed with the SEC the establishment of such a requirement in connection with a proposed harmonization of the late filer rules of all of the national securities exchanges that list equity securities. However, the Exchange will (as has always been the case) consider a company’s failure to timely file its Form 10-Qs as part of its ongoing review of whether a company is suitable for continued listing. 5. The Corporation will not make, nor will it permit any subsidiary directly or indirectly controlled by it to make, any substantial charges against capital surplus, without notifying the Exchange. If so requested by the Exchange, the Corporation will submit such charges to stockholders for approval or ratification. • The Exchange proposes to delete this requirement as it is duplicative of Section 204.05 of the Manual. 6. The Corporation will not make any substantial change, nor will it permit any subsidiary directly or indirectly controlled by it to make any substantial change, in accounting methods, in policies as to depreciation and depletion or in bases of valuation of inventories or other assets, without notifying the Exchange and disclosing the effect of any such change in its next succeeding interim and annual report to its stockholders. • The Exchange proposes to delete this requirement, as companies are required by SEC rules to disclose in their periodic reports on Form 10–K and 10–Q any changes in accounting E:\FR\FM\17MYN1.SGM 17MYN1 Federal Register / Vol. 78, No. 96 / Friday, May 17, 2013 / Notices methods and any effect of such changes on the company’s financial statements. 7. The Corporation will maintain an audit committee in conformity with Exchange requirements. • The Exchange proposes to delete this provision, as it is duplicative of Sections 303A.06 and 303A.07 of the Manual, which require listed companies to have an audit committee in compliance with Exchange rules and SEC Rule 10A–3. wreier-aviles on DSK5TPTVN1PROD with NOTICES Section III 1. The Corporation will maintain, in accordance with the requirements of the Exchange: a. An office or agency where the principal of and interest on all bonds of the Corporation listed on the Exchange shall be payable and where any such bonds which are registerable as to principal or interest may be registered. • The Exchange proposes to delete this requirement as it is duplicative of Section 601.00(B) of the Manual. b. An office or agency where: (1) All stock of the Corporation listed on the Exchange shall be transferable. (2) Checks for dividends and other payments with respect to stock listed on the Exchange may be presented for immediate payment. (3) A security listed on the Exchange which is convertible will be accepted for conversion. • The Exchange proposes to delete this requirement as it is duplicative of Section 601.00(A) of the Manual. c. A registrar where stock of the Corporation listed on the Exchange shall be registerable. Such registrar shall be a bank or trust company not acting as transfer agent for the same security. • The Exchange proposes to delete this requirement as it is duplicative of Section 601.01 of the Manual. The Exchange notes that—contrary to this provision in the listing agreement— Section 601.01(B) of the Manual permits a transfer agent to act in a dual capacity as registrar. 2. The Corporation will not appoint a transfer agent, registrar or fiscal agent of, nor a trustee under a mortgage or other instrument relating to, any security of the Corporation listed on the Exchange without prior notice to the Exchange, and the Corporation will not appoint a registrar for its stock listed on the Exchange unless such registrar, at the time of its appointment becoming effective, is qualified with the Exchange as a registrar for securities listed on the Exchange, nor will the Corporation select an officer or director of the Corporation as a trustee under a mortgage or other instrument relating to VerDate Mar<15>2010 15:20 May 16, 2013 Jkt 229001 a security of the Corporation listed on the Exchange. • The Exchange proposes to delete this provision, because the requirements with respect to the appointment of transfer agents and registrars are set forth in Section 601.01 of the Manual and the requirements with respect to trustees are set forth in Section 603.01— 603.04 of the Manual. 3. The Corporation will have on hand at all times a sufficient supply of certificates to meet the demands for transfer. If at any time the stock certificates of the Corporation do not recite the preferences of all classes of its stock, it will furnish to its stockholders, upon request and without charge, a printed copy of preferences of all classes of such stock. • The Exchange proposes to delete the foregoing provision. The Exchange believes that the requirement that a company must have sufficient certificates available for transfer is anachronistic in light of the fact that (i) all trading in securities through the facilities of the Exchange is electronic, (ii) Section 501.00 of the Manual requires all listed securities to be DRS eligible, and (iii) some companies have moved to complete dematerialization. Section 501.01 of the Manual requires that a statement of the rights and preferences of authorized classes or series of stock be readily available to shareholders, so the second sentence of the above provision is duplicative of that requirement. 4. The Corporation will publish immediately to the holders of any of its securities listed on the Exchange any action taken by the Corporation with respect to dividends or to the allotment of rights to subscribe or to any rights or benefits pertaining to the ownership of its securities listed on the Exchange; and will give prompt notice to the Exchange of any such action; and will afford the holders of its securities listed on the Exchange a proper period within which to record their interests and to exercise their rights; and will issue all such rights or benefits in form approved by the Exchange. • Section 202.05 of the Manual requires a listed company to release quickly to the public any news or information which might reasonably be expected to materially affect the market for its securities. Section 202.06 of the Manual specifies that information that should be published immediately via a press release or other Regulation FD compliant method would include dividend announcements, tender offers and stock splits. In addition, the material news events listed in Section 202.06 are intended to be illustrative PO 00000 Frm 00063 Fmt 4703 Sfmt 4703 29173 rather than a complete list of instances where a news release is required. It is the Exchange’s position that any corporate action that represents a material benefit to the company’s shareholders should be publicized as required by Section 202.06, including but not limited to the benefits to shareholders specifically identified in Section 202.06. The Exchange proposes to delete this requirement as the Exchange’s requirements with respect to dividends and other rights are set forth in Section 204.12 of the Manual. 5. The Corporation will solicit proxies for all meetings of stockholders. • The Exchange proposes to delete this requirement as it is duplicative of Section 402.04 of the Manual. 6. The Corporation will issue new certificates for securities listed on the Exchange replacing lost ones forthwith upon notification of loss and receipt of proper indemnity. In the event of the issuance of any duplicate bond to replace a bond which has been alleged to be lost, stolen or destroyed and the subsequent appearance of the original bond in the hands of an innocent bondholder, either the original or the duplicate bond will be taken up and cancelled and the Corporation will deliver to such holder another bond theretofore issued and outstanding. • The Exchange proposes to delete this provision from the listing agreement. The provision in the first sentence will be added as an amendment to Section 501.01 of the Manual and the provision in the second sentence will be added as an amendment to Section 501.02 of the Manual. 7. The Corporation will pay when due any applicable Listing Fees established from time to time by the Exchange. • The Exchange intends to retain this provision. Amended Listing Agreement for Domestic Companies The following are the requirements that would be set forth in the proposed amended listing agreement for domestic companies: 1. The applicant certifies that it understands and agrees to comply with all current and future rules, listing standards, procedures and policies of the Exchange as they may be amended from time to time. 2. The applicant agrees to promptly notify the Exchange in writing of any corporate action or other event which will cause the applicant to cease to be in compliance with Exchange listing requirements. 3. The applicant understands that the Exchange may remove its securities E:\FR\FM\17MYN1.SGM 17MYN1 wreier-aviles on DSK5TPTVN1PROD with NOTICES 29174 Federal Register / Vol. 78, No. 96 / Friday, May 17, 2013 / Notices from listing and trading on the Exchange, pursuant to applicable procedures, if it fails to meet one or more requirements of Paragraphs 1–2. 4. The applicant understands that if an exception to any of the provisions of any of the Exchange rules has been granted by the Exchange, such exception shall, during the time it is in effect, supersede any conflicting provision of the listing agreement. 5. The applicant agrees to list on the Exchange all subsequent amounts of the securit(y/ies) to be listed which may be issued or authorized for issuance. 6. The applicant agrees to furnish to the Exchange on demand such information concerning the applicant as the Exchange may reasonably request. 7. For purposes of publicity related to the applicant’s listing on the Exchange, the applicant authorizes the Exchange to use the applicant’s corporate logos, Web site address, trade names, and trade/ service marks in order to convey quotation information, transactional reporting information and any other information related to the applicant’s listing on the Exchange. 8. The applicant indemnifies the Exchange and holds it harmless from any third party rights and/or claims arising out of the Exchange’s or any of its affiliates use of the applicant’s corporate logos, Web site address, trade names, trade/service marks and/or the trading symbol used by the applicant. 9. The applicant will maintain a transfer agent and a registrar, as necessary, which satisfy the applicable requirements set forth in Section 601.00 et seq. of the Manual. 10. The applicant agrees to pay, when due, all fees associated with its listing of securities on the Exchange, in accordance with the Exchange’s rules. 11. The applicant agrees to file all required periodic financial reports with the SEC, including annual reports and, where applicable, quarterly or semiannual reports, by the due dates established by the SEC. 12. The applicant agrees to comply with all requirements under the federal securities laws and applicable SEC rules. 13. Nothing contained in or inferred from the listing agreement shall be construed as constituting the applicant’s contract for the continued listing of the applicant’s securities on the Exchange. The applicant understands that the Exchange may, consistent with applicable laws and SEC rules, suspend its securities with or without prior notice to the applicant, upon failure of the applicant to comply with any one or more sections of the listing agreement, or when, in its sole discretion, the VerDate Mar<15>2010 15:20 May 16, 2013 Jkt 229001 Exchange shall determine that such suspension of dealings is in the public interest or otherwise warranted. III. Listing Agreement for Foreign Private Issuers The following sets forth each of the requirements included in the current form of listing agreement for foreign private issuers currently set forth in Section 901.02 of the Manual and the Exchange’s proposed approach to each item upon adoption of its new form of listing agreement for foreign private issuers, which in many cases refer to the corresponding provision of the amended listing agreement for domestic companies as described in Part II hereof. Also set forth are the requirements that would be in the proposed amended listing agreement for domestic companies. Section I 1. The Corporation will promptly notify the Exchange of any change in the general character or nature of its business. • See response for same provision in Section I.1 of the listing agreement for domestic companies. 2. The Corporation will promptly notify the Exchange of any changes of officers or directors. • See response for same provision in Section I.2 of the listing agreement for domestic companies. 3. The Corporation will promptly notify the Exchange in the event that it or any company controlled by it shall dispose of any property or of any stock interest in any of its subsidiary or controlled companies, if such disposal will materially affect the financial position of the Corporation or the nature or extent of its operations. • See response for same provision in Section I.3 of the listing agreement for domestic companies. 4. The Corporation will promptly notify the Exchange of any change in, or removal of, collateral deposited under any mortgage or trust indenture, under which securities of the Corporation listed on the Exchange have been issued. • See response for same provision in Section I.4 of the listing agreement for domestic companies. 5. The Corporation will: a. File with the Exchange four copies (including translations) of all material mailed by the Corporation to its stockholders with respect to any amendment or proposed amendments to its Certificate of Incorporation. • See response for same provision in Section I.5. a of the listing agreement for domestic companies. PO 00000 Frm 00064 Fmt 4703 Sfmt 4703 b. File with the Exchange a duly certified copy (including translation) of any amendment to its Certificate of Incorporation, or resolutions of Directors in the nature of an amendment, as soon as such amendment or resolution shall have become effective. • See response for same provision in Section I.5.b of the listing agreement for domestic companies. c. File with the Exchange a duly certified copy (including translation) of any amendment to its By-Laws as soon as such amendment shall have become effective. • See response for same provision in Section I.5.c of the listing agreement for domestic companies. 6. The Corporation will disclose in its annual report to stockholders, for the year covered by the report, (a) the number of shares of its stock issuable under outstanding options at the beginning of the year; separate totals of changes in the number of shares of its stock under option resulting from issuance, exercise, expiration or cancellation of options; and the number of shares of its stock issuable under outstanding options at the close of the year; (b) the number of unoptioned shares of its stock available at the beginning and at the close of the year for the granting of options under an option plan; and (c) any changes in the exercise price of outstanding options, through cancellation and reissuance or otherwise, except price changes resulting from the normal operation of anti-dilution provisions of the options. • The Exchange proposes to delete this section, as the SEC previously approved the elimination of a similar provision in Section 703.09 of the Manual. 7. The Corporation will promptly notify the Exchange of all facts relating to the purchase, direct or indirect, of any of its llllll listed on the Exchange at a price in excess of the market price of such security prevailing on the Exchange at the time of such purchase. • See response for same provision in Section I.8 of the listing agreement for domestic companies. Consequently, the Exchange purposes to delete the requirement that listed companies must inform it about any share purchases at prices in excess of the market price on the Exchange, as it believes that the regulatory concerns originally underpinning this requirement are now more appropriately addressed through its regulatory surveillance program, and SEC rules and reporting requirements. 8. The Corporation will not select any of its securities listed on the Exchange E:\FR\FM\17MYN1.SGM 17MYN1 wreier-aviles on DSK5TPTVN1PROD with NOTICES Federal Register / Vol. 78, No. 96 / Friday, May 17, 2013 / Notices for redemption otherwise than by lot or pro rata, and will not set a redemption date earlier than fifteen days after the date corporate action is taken to authorize the redemption. • See response for same provision in Section I.9 of the listing agreement for domestic companies. 9. The Corporation will promptly notify the Exchange of any corporate action which will result in the redemption or retirement, in whole or in part, of any of its bonds listed on the Exchange, and will notify the Exchange as soon as the Corporation has notice of any other action which will result in any such redemption or retirement. • The Exchange proposes to delete this requirement as it is duplicative of Section 204.22 of the Manual. 10. The Corporation will promptly notify the Exchange of action taken to fix a stockholders’ record date, or to close the transfer books, for any purpose and will take such action at such time as will permit giving the Exchange at least ten days’ notice in advance of such record date or closing of the books. • See response for same provision in Section I.11 of the listing agreement for domestic companies. 11. In case the securities to be listed are in temporary form, the Corporation agrees to order permanent engraved securities within thirty days after the date of listing. • See response for same provision in Section I.12 of the listing agreement for domestic companies. 12. The Corporation will furnish to the Exchange on demand such information concerning the Corporation as the Exchange may reasonably require. • See response for same provision in Section I.13 of the listing agreement for domestic companies. 13. The Corporation will not make any changes in the form or nature of any of its bonds listed on the Exchange, nor in the rights or privileges of the holders thereof, without having given twenty days’ prior notice to the Exchange of the proposed change, and having made application for the listing of the bonds as changed if the Exchange shall so require. • The Exchange proposes to delete this requirement as it is duplicative of Section 204.13 of the Manual. 14. The Corporation will promptly notify the Exchange of any diminution in the supply of llllll available for the market occasioned by the deposit of such llllll under voting trust agreements or other deposit agreements, if knowledge of any such actual or proposed deposits should come to the official attention of the officers or directors of the Corporation. VerDate Mar<15>2010 15:20 May 16, 2013 Jkt 229001 • The Exchange proposes to delete this provision as it is duplicative of Section 204.09 of the Manual. 15. The Corporation will make application to the Exchange for the listing of additional amounts of securities listed on the Exchange sufficiently prior to the issuance thereof to permit action in due course upon such application. • See response for same provision in Section I.17 of the listing agreement for domestic companies. Section II 1. The Corporation will publish at least once a year and submit to the record holders of lllll (hereinafter called the ‘‘Holders’’), at least fifteen days in advance of the annual meeting of stockholders and not later than three months after the close of the last preceding fiscal year of the Corporation a balance sheet as of the end of such fiscal year, and a surplus and income statement for such fiscal year of the Corporation as a separate corporate entity and of each corporation in which it holds directly or indirectly a majority of the equity stock; or in lieu thereof, eliminating all inter-company transactions, a consolidated balance sheet of the Corporation and its subsidiaries as of the end of its last previous fiscal year, and a consolidated surplus statement and a consolidated income statement of the Corporation and its subsidiaries for such fiscal year. If any such consolidated statement shall exclude corporations a majority of whose equity stock is owned directly or indirectly by the Corporation: (a) The caption of, or a note to, such statement will show the degree of consolidation; (b) the consolidated income account will reflect, either in a footnote or otherwise, the parent company’s proportion of the sum of, or difference between, current earnings or losses and the dividends of such unconsolidated subsidiaries for the period of the report; and (c) the consolidated balance sheet will reflect, either in a footnote or otherwise, the extent to which the equity of the parent company in such subsidiaries has been increased or diminished since the date of acquisition as a result of profits, losses and distributions. Appropriate reserves, in accordance with good accounting practice, will be made against profits arising out of all transactions with unconsolidated subsidiaries in either parent company statements or consolidated statements. Such statements will reflect the existence of any default in interest, cumulative dividend requirements, sinking fund or redemption fund requirements of the Corporation and of PO 00000 Frm 00065 Fmt 4703 Sfmt 4703 29175 any controlled corporation, whether consolidated or unconsolidated. • The Exchange proposes to delete this provision, as it is duplicative of SEC rules requiring the annual filing of financial statements as part of the company’s annual report on Form 10–K, 20–F, 40–F or NCSR filed with the SEC. The Exchange also notes that Section 203.01 of the Manual requires listed companies that are required to file with the SEC an annual report including audited financial statements (i.e., an annual report on Form 10–K, 20–F, 40– F or NCSR) to simultaneously make such annual report available on or through the company’s Web site and to undertake to provide, upon request, a hard copy of its audited financial statements free of charge. The Exchange also notes that Section 802.01E of the Manual requires the delisting of any listed Company that fails to file its annual report within a compliance period determined by the Exchange, but in no event longer than 12 months from the original filing due date. 2. All financial statements contained in annual reports of the Corporation to Holders will be audited by independent public accountants qualified under the laws of llllll, and will be accompanied by a copy of the certificate made by such firm with respect to its audit of such statements showing the scope of such audit and the qualifications, if any, with respect thereto. The Corporation will promptly notify the Exchange if it changes its independent public accountants regularly auditing the books and accounts of the Corporation. • See response for same provision in Section I.1 of the listing agreement for domestic companies. 3. All financial statements contained in annual reports of the Corporation to Holders shall be in the same form as the corresponding statements contained in the listing application in connection with which this Listing Agreement is made, and shall disclose any substantial items of unusual or non-recurrent nature. • The Exchange proposes to delete this requirement, as the form of companies’ annual financial statements is dictated by the SEC’s Form 20–F requirements rather than Exchange rules. The Exchange notes that an identical provision was previously deleted from Section 203.01 of the Manual. 4. The Corporation will publish quarterly statements of earnings on the basis of the same degree of consolidation as in the annual report to Holders. Such statements will disclose E:\FR\FM\17MYN1.SGM 17MYN1 wreier-aviles on DSK5TPTVN1PROD with NOTICES 29176 Federal Register / Vol. 78, No. 96 / Friday, May 17, 2013 / Notices any substantial items of unusual or nonrecurrent nature and will show either net income before and after income taxes or net income and the amount of income taxes. • The Exchange proposes to delete this provision as it is inconsistent with Section 103.00 of the Manual, which permits foreign private issuers to provide interim earnings reports on a basis consistent with the company’s home country laws and practice. 5. The Corporation will not make any substantial charges, nor will it permit any subsidiary directly or indirectly controlled by it to make any substantial charges, against capital surplus without notifying the Exchange. If so requested by the Exchange, the Corporation will submit such charges to stockholders for approval or ratification. • The Exchange proposes to delete this requirement as it is duplicative of Section 204.05 of the Manual. 6. The Corporation will not make any substantial change, nor will it permit any subsidiary directly or indirectly controlled by it to make any substantial change, in accounting methods, in policies as to depreciation and depletion or in bases of valuation of inventories or other assets, without notifying the Exchange and disclosing the effect of any such change in its next succeeding interim and annual report to its Holders. • The Exchange proposes to delete this requirement, as foreign private issuers are required by SEC rules to disclose in their annual reports on Form 20–F any changes in accounting methods and their effect on the company’s financial statements. Section III 1. The Corporation will ensure that llllll (hereinafter called the ‘‘Depositary’’), as Depositary under the Deposit Agreement, dated as of llllll (hereinafter called the ‘‘Deposit Agreement’’), and any succeeding or additional depositary, will have on hand at all times a sufficient supply of llllll to meet the demands for transfer. If at any time the Corporation issues securities which do not recite the preferences of all classes of its stock, the Corporation will furnish the Depositary with the information necessary to furnish Holders, upon request and without charge, a printed copy of preferences of all classes of such stock. • See response for related provision in Section III.3 of the listing agreement for domestic companies. 2. The Corporation will immediately publish to its stockholders and enable the Depositary to publish to Holders any action taken by the Corporation with VerDate Mar<15>2010 15:20 May 16, 2013 Jkt 229001 respect to dividends or to the allotment of rights to subscribe or to any rights or benefits pertaining to the ownership of its llllll listed on the Exchange; and will give prompt notice to the Exchange of any such action; and will afford its stockholders a proper period within which to record their interests and to exercise their rights. The Corporation will also take such steps as may be necessary to enable the Depositary, in accordance with the terms of the Deposit Agreement, to (a) make all such rights or benefits available to Holders; (b) provide Holders a proper period within which to record their interests and to exercise their rights; and (c) issue all such rights or benefits in form approved by the Exchange. • Section 202.05 of the Manual requires a listed company to release quickly to the public any news or information which might reasonably be expected to materially affect the market for its securities. Section 202.06 specifies that, while foreign private issuers are not required to comply with Regulation FD, foreign private issuers must comply with the timely alert policy set forth in Section 202.05 and may do so by any method (or combination of methods) that would constitute compliance with Regulation FD for a U.S. issuer. Section 202.06 of the Manual specifies that information that should be published immediately would include dividend announcements, tender offers and stock splits. In addition, the material news events listed in Section 202.06 are intended to be illustrative rather than a complete list of instances where a news release is required. It is the Exchange’s position that any corporate action that represents a material benefit to the company’s shareholders should be publicized as required by Section 202.06. The Exchange proposes to delete this requirement as the Exchange’s requirements with respect to dividends and other rights are set forth in Section 204.12 of the Manual. 3. The Corporation will solicit proxies for all meetings of stockholders. • See response for same provision in Section III.5 of the listing agreement for domestic companies. 4. In the event that a successor Depositary or an additional Depositary is named, the Corporation agrees that it will not appoint any person as such successor Depositary or additional Depositary unless such person shall have entered into a listing agreement with the Exchange in a form substantially similar to the agreement relating to llllll between llllll. and the Exchange. The PO 00000 Frm 00066 Fmt 4703 Sfmt 4703 Corporation will not appoint a transfer agent, registrar or depositary of, nor a trustee under a mortgage or other instrument relating to any security listed on the Exchange without prior notice to the Exchange, and the Corporation will not appoint a registrar for the llllll listed on the Exchange unless such registrar, at the time of its appointment becoming effective, is qualified with the Exchange as a registrar for securities listed on the Exchange; nor will the Corporation select an officer or director of the Corporation as a trustee under a mortgage or other instrument relating to a security of the Corporation listed on the Exchange. • The Exchange proposes to retain this provision insofar as it relates to the requirement that any successor or additional depositary must enter into an agreement with the Exchange. The Exchange proposes to delete the rest of this provision, because the requirements with respect to the appointment of transfer agents and registrars are set forth in Section 601.01 of the Manual and the requirements with respect to trustees are set forth in Section 603.01– 603.04 of the Manual. Amended Listing Agreement for Foreign Private Issuers The following are the requirements that would be set forth in the proposed amended listing agreement for foreign private issuers: 1. The applicant certifies that it understands and agrees to comply with all current and future rules, listing standards, procedures and policies of the Exchange as they may be amended from time to time. 2. The applicant agrees to promptly notify the Exchange in writing of any corporate action or other event which will cause the applicant to cease to be in compliance with Exchange listing requirements. 3. The applicant understands that the Exchange may remove its securities from listing and trading on the Exchange, pursuant to applicable procedures, if it fails to meet one or more requirements of Paragraphs 1–2. 4. The applicant understands that if an exception to any of the provisions of any of the Exchange rules has been granted by the Exchange, such exception shall, during the time it is in effect, supersede any conflicting provision of the listing agreement. 5. The applicant agrees to list on the Exchange all subsequent amounts of the securit(y/ies) to be listed which may be issued or authorized for issuance. 6. The applicant agrees to furnish to the Exchange on demand such E:\FR\FM\17MYN1.SGM 17MYN1 wreier-aviles on DSK5TPTVN1PROD with NOTICES Federal Register / Vol. 78, No. 96 / Friday, May 17, 2013 / Notices information concerning the applicant as the Exchange may reasonably request. 7. For purposes of publicity related to the applicant’s listing on the Exchange, the applicant authorizes the Exchange to use the applicant’s corporate logos, Web site address, trade names, and trade/ service marks in order to convey quotation information, transactional reporting information and any other information related to the applicant’s listing on the Exchange. 8. The applicant indemnifies the Exchange and holds it harmless from any third-party rights and/or claims arising out of the Exchange’s or any of its affiliates’ use of the applicant’s corporate logos, Web site address, trade names, trade/service marks and/or the trading symbol used by the applicant. 9. The applicant will maintain a transfer agent and a registrar, as necessary, which satisfy the applicable requirements set forth in Section 601.00 et seq. of the Manual. 10. The applicant agrees to pay, when due, all fees associated with its listing of securities on the Exchange, in accordance with the Exchange’s rules. 11. The applicant agrees to file all required periodic financial reports with the SEC, including annual reports and, where applicable, quarterly or semiannual reports by the due dates established by the SEC. 12. The applicant agrees to comply with all requirements under the federal securities laws and applicable SEC rules. 13. The applicant agrees to solicit proxies from U.S. holders for all meetings of stockholders. 14. Nothing contained in or inferred from the listing agreement shall be construed as constituting the applicant’s contract for the continued listing of the applicant’s securities on the Exchange. The applicant understands that the Exchange may, consistent with applicable laws and SEC rules, suspend its securities with or without prior notice to the applicant, upon failure of the applicant to comply with any one or more sections of the listing agreement, or when, in its sole discretion, the Exchange shall determine that such suspension of dealings is in the public interest or otherwise warranted. 15. In the event that a successor Depositary or an additional Depositary is named, the Corporation agrees that it will not appoint any person as such successor Depositary or additional Depositary unless such person shall have entered into a listing agreement with the Exchange in a form substantially similar to the agreement relating to llllll between llllll and the Exchange. VerDate Mar<15>2010 15:20 May 16, 2013 Jkt 229001 IV. Listing Application As noted in Part I, above, the Exchange proposes to delete from the Manual the form of original listing application contained in Section 903.01 thereof (the ‘‘Current Application’’). The revised form of original listing application, included in Exhibit 3 hereto (the ‘‘Revised Application’’), will be provided on the Exchange’s Web site. The following sets forth the information requirements included in the Current Application 15 and states whether each requirement will be included in the Revised Application. Where a requirement is proposed to be deleted, an explanation is provided. In most cases, the Exchange proposes to delete the information requirements of the Current Application, as such information is available in the applicant’s filings with the SEC made pursuant to the Exchange Act or the Securities Act of 1933 (the ‘‘Securities Act’’).16 The Current Application has been in use for many years, and during that time disclosure requirements for Exchange Act and Securities Act filings have dramatically increased, significantly reducing the benefit of many of the information requirements included in the Current Application and rendering many of them redundant. Where information required by the Current Application is not specifically required by parallel disclosure requirements under the securities laws, the Exchange has reviewed the totality of the information required and assessed whether the information required by the Current Application provides any substantial assistance in determining the issuer’s suitability for listing. 15 Instructions included in the Current Application have been omitted. 16 15 U.S.C. 77a. When listing a company in connection with its initial public offering or other securities offering, the Exchange relies on the company’s Securities Act prospectus that registered the transaction. Generally, the forms used are Form S–1 (for a domestic issuer), Form F–1 (for a foreign private issuer), Form S–11 (for a real estate investment trust or ‘‘REIT’’) and Form N–2 (for closed-end funds). When listing a company transferring from another exchange or whose common stock was previously publicly traded on the over-the-counter market, the Exchange typically relies on the company’s annual report filed with the SEC on Form 10–K (in the case of a domestic issuer) or Form 20–F (in the case of a foreign private issuer). When listing a company in connection with a spin-off, the Exchange typically relies on the company’s Form 10, and, when listing a company in connection with a merger transaction, the Exchange typically relies on a Form S–4. For purposes of this rule filing, the Exchange focused on the requirements of Regulation S–K and Form 20–F. However, the Exchange reviewed the totality of the information required in all of the aforementioned forms in its assessment whether disclosure is adequate and a particular requirement can be deleted from the Current Application. PO 00000 Frm 00067 Fmt 4703 Sfmt 4703 29177 The provisions of the Current Application are in italics [sic] below. For ease of reference, the provisions have been numbered. 1. Description of Transaction— State that the listing application is the company’s original application for the listing of its securities on the Exchange. • The Revised Application states that it is the original listing application and requires an attestation by an authorized executive officer. 2. Shares Applied for but Not Yet Issued— The transactions for which share reserves are needed should be described in sufficient detail to set forth the essential facts. • The Exchange proposes to delete this requirement as it is duplicative of Items 201(a)(2), 201(d) and 202(c) of Regulation S–K and Item 10(A) of Form 20–F. In addition, the Revised Application requires that the applicant specify the number, date of authorization, and purpose of shares unissued but authorized for issuance. 3. Authority for Issuance— Give the dates directors approved the purpose for and issuance of any unissued securities covered by the application. If shareholder approval has been, or will be given, give that date also. • The Revised Application requires that the applicant specify the number, date of authorization, and purpose of shares unissued but authorized for issuance. In addition, applicants are required to provide copies of board and shareholder resolutions authorizing issuance with respect to any unissued securities for which a listing application is made, where applicable. 4. History and Business— State where and when the company was organized, its form of organization, and the duration of its charter. Give in succinct form the history of its development and growth in the particular line of business now conducted. If organized as the result of merger, consolidation, or reorganization, trace the history of the predecessor companies. If organized through reorganization, describe briefly the circumstances leading to, and the effect of, the reorganization. Describe briefly the present business of the company and its subsidiaries or controlled companies, including principal products manufactured or services performed, principal markets for products and raw materials, operations conducted, merchandising or product-distribution methods, and, in general, furnish such information as will serve to indicate clearly the growth and development of the particular E:\FR\FM\17MYN1.SGM 17MYN1 wreier-aviles on DSK5TPTVN1PROD with NOTICES 29178 Federal Register / Vol. 78, No. 96 / Friday, May 17, 2013 / Notices industry in which the company is engaged and the growth and development of the company and the relative ranking it occupies in its field. If a material part of the business is dependent upon patents, proprietary formulae, or secret processes, so state. Give date of expiration of principal patents or proprietary interests in principal formulae. • The Exchange proposes to delete this requirement as it is duplicative of Items 101(a), 101(c) and 101(h) of Regulation S–K and Item 4 of Form 20– F,17 with the exception of the duration of the charter, which is required to be filed with the SEC pursuant to Item 601(b)(3)(i) of Regulation S–K. 5. Public Utilities— In the case of public utilities, the description of the business should include the various services rendered by the system, the proportionate gross revenue derived from each service, and the territory and population served by each service. Indicate the number of customers, or meters in service, classifying them into categories such as residential, industrial or commercial, municipalities, etc. State the aggregate number of kilowatt-hours of electricity, or cubic feet of gas, sold annually for the past five years, and the aggregate revenue derived from each service annually during that period, for each customer classification. State average and peak loads and installed capacity, indicating whether the figures given represent rated capacity or actual capacity. Describe, in general terms, interconnection facilities and arrangements for purchases or sales of electricity and gas. • The Exchange proposes to delete this requirement as it is duplicative of the general disclosure requirements of Items 101 and 303 of Regulation S–K and Item 4 of Form 20–F. While those provisions do not have specific disclosure requirements for electric and gas utilities, the Exchange notes that in 1996, as part of its regulatory simplification effort, the SEC eliminated Industry Guide 1, which had set forth specific disclosure requirements for electric and gas utilities, on the basis that ‘‘the information requested by the Guide also is within the coverage of other rules of the SEC, including Items 101 and 303 of Regulation S–K.’’ 18 6. Property Description— Describe briefly the physical properties of the company and its 17 Item 4 of Form 20–F requires information on the company on a consolidated basis. 18 Securities Act Release No. 33–7300 (May 31, 1996), 61 FR 30397 (June 14, 1996). VerDate Mar<15>2010 15:20 May 16, 2013 Jkt 229001 subsidiaries or controlled companies, stating location, type of construction and area of plants and buildings, functions thereof, condition of equipment, acreage, transportation facilities, etc. State whether properties are owned or leased. Indicate normal capacity of plants in terms of units of production where possible. • The Exchange proposes to delete this requirement as it is duplicative of Item 102 of Regulation S–K and Item 4(D) of Form 20–F, with the exception that such provisions do not specifically require disclosure of some details listed in the Current Application, namely the type of construction and area of plants and buildings and functions thereof, condition of equipment, acreage, and transportation facilities. However, Instruction 1 to Item 102 of Regulation S–K requires inclusion of such information as reasonably will inform investors as to the suitability, adequacy, productive capacity and extent of utilization of the facilities by the company.19 Affiliated Companies— a. Give a list of all subsidiary or controlled companies, including all companies in which the company owns or controls directly or indirectly 50% or more of the voting power. Indicate, as to each such company, the amount of each class of capital stock outstanding and show the amount of each class owned, directly or indirectly, by the parent company. State briefly the proportionate revenue/earnings each such company has in the business. • The Exchange proposes to delete this requirement as it is duplicative of Item 601(b)(21) of Regulation S–K and Item 4(C) of Form 20–F, with the exception that such provisions do not require disclosure of (i) subsidiaries that are not significant (or, in the case of Item 601(b)(21) of Regulation S–K, that are not in the aggregate significant) or (ii) the amount of each class of capital stock outstanding for each company or the proportionate revenue/earnings that each subsidiary has in the business. The Exchange believes that the disclosures required under the federal securities laws are adequate for purposes of determining an issuer’s suitability for listing, because, unless such details were required to be disclosed under Securities Act Rule 408 or Exchange Act Rule 12b–20, as applicable, they would not be material to the Exchange’s determination. The disclosure regarding an applicant’s business segments (as defined by applicable accounting standards) is more meaningful in such analysis, which is consistent with current disclosure requirements under the federal securities laws.20 b. If the company has a substantial, but less than controlling, interest in any company or organization, such interests should be similarly described. • Item 601(b)(21) of Regulation S–K and Item 4(C) of Form 20–F require disclosure regarding subsidiaries as defined by Securities Act Rule 405 21 and Exchange Act Rule 12b–2,22 which define a subsidiary ‘‘of a specified person’’ as ‘‘an affiliate controlled by such person directly, or indirectly through one or more intermediaries.’’ As such definition is substantially broader than the Current Application’s control threshold of 50% or more of voting power, Item 601(b)(21) of Regulation S–K and Item 4(C) of Form 20–F include both subsidiaries that meet the 50% threshold requirement and the ‘‘substantial, but less than controlling’’ additional requirement. c. Indicate, to the extent that the information is available, the name of any company, individual, or other entity which owns directly or indirectly, 10% or more of any class of voting stock of the company, and the extent of such ownership. • The Exchange proposes to delete this requirement as it is duplicative of Item 403 of Regulation S–K and Item 7(A) of Form 20–F. d. If control of the company is held by any other company through lease or contract, describe the circumstances of such control. • The Exchange proposes to delete this requirement as it is duplicative of the general disclosure requirements of Item 101 of Regulation S–K and Items 4 and 10(C) of Form 20–F, in that if the applicant is held by another company through lease or contract, such information would be material and therefore subject to disclosure. Further, to the extent that the control of the company is held through written contract, such contract would be material and therefore subject to filing under Items 601(b)(2) or 601(b)(10) of Regulation S–K. 7. Management— 19 In addition, such information would be required to be disclosed pursuant to Securities Act Rule 408 (17 CFR 230.408) or Exchange Act Rule 12b–20 (17 CFR 240.12b–20), as applicable, if it were material information necessary to make the required statements, in the light of the circumstances under which they were made, not misleading. 20 Item 101(b) and 101(c) of Regulation S–K and Item 5 of Form 20–F require disclosure based on segments. See also Financial Accounting Standards Board (‘‘FASB’’) Accounting Standards Codification (‘‘ASC’’) 280–10. 21 17 CFR 230.405. 22 17 CFR 240.12b–2. PO 00000 Frm 00068 Fmt 4703 Sfmt 4703 E:\FR\FM\17MYN1.SGM 17MYN1 wreier-aviles on DSK5TPTVN1PROD with NOTICES Federal Register / Vol. 78, No. 96 / Friday, May 17, 2013 / Notices Give the names and titles of all directors and officers, stating other principal business affiliations they may have. Give a brief biographical outline for each of the principal officers of the company. If directors are elected by classes, so indicate. • The Exchange proposes to delete this requirement as it is duplicative of Item 401 of Regulation S–K and Items 6(A) and 6(C) of Form 20–F. 8. Capitalization— Give a summary statement of changes in authorized stock capitalization of the company since organization, with reference to dates of corporate actions effecting such changes. This data may be given in narrative form if desired, but if changes have been numerous, a tabulated statement is preferable. Give in tabular form a statement as to substantial changes in the outstanding amounts of stock of the company over the period of the past five years, showing dates on which authorized for issuance, purpose of issuance and consideration received. The statement should show shares reacquired by the company or its subsidiary or controlled companies. • The Exchange proposes to delete this requirement as it is duplicative of (i) Item 701 of Regulation S–K, with respect to securities sold by the applicant within the past three years which were not registered under the Securities Act, and (ii) the relevant registration statement, with respect to securities that were registered. This requirement is also duplicative of Item 10(A) of Form 20–F with respect to changes in the outstanding amounts of stock of the company within the past three years. In addition, Item 3(B) of Form 20–F requires inclusion of a capitalization table, and many other registrants voluntarily include a capitalization table in their registration statements. In the absence of a capitalization table, information is available in the financial statements.23 The Exchange notes that Item 701 of Regulation S–K requires information for three years, as opposed to the longer periods required by the Current Application. However, consistent with the disclosure requirements under the federal securities laws, none of the Exchange’s initial listings are based on more than three years of historical financial data. The Exchange also notes 23 See Securities Act Release No. 33–6331 (August 5, 1981) (‘‘[a]n item requiring a table of capital structure has not been included in . . . Regulation S–K. The commentators . . . generally agreed with the Commission that a requirement for such a table is unnecessary because information presented therein is readily apparent from other sources such as the financial statement.’’) VerDate Mar<15>2010 15:20 May 16, 2013 Jkt 229001 that Item 701 does not require information on when stock was authorized for issuance or the purpose of issuance. However, the Exchange finds that the totality of the information provided under Item 701, which includes the date of sale, persons or class of persons to whom the securities were sold, and the exemption from registration claimed, is more than adequate for purposes of determining whether an issuer’s securities outstanding prior to listing were issued in compliance with applicable law. 9. Funded Debt— State the aggregate amount of funded debt of the company and subsidiary or controlled companies, and give a list of the outstanding issues and amounts, indicating amounts held by subsidiary or controlled companies. If such list is extensive, it may be attached to the application as an exhibit. • The Exchange proposes to delete this requirement as it is duplicative of Item 303(a)(5) of Regulation S–K and Item 5(F) of Form 20–F, which require tabular disclosure on a consolidated basis of contractual obligations, including long-term debt obligations, with the exception that the tables are on a consolidated basis. The Exchange finds the required information adequate since unless separate disclosure for subsidiaries or controlled companies were required to be disclosed under Securities Act Rule 408 or Exchange Act Rule 12b–20, as applicable, it would not be material to its determination as to an issuer’s suitability for listing. 10. Stock Provisions— a. If application is being made to list stock, give a summary of the rights, preferences, privileges and priorities of the class of stock for which application is made. Provide similar information on any other class of stock which is senior or equal to the proposed issue. • The Exchange proposes to delete this requirement as it is duplicative of Item 202 of Regulation S–K, with the exception that such provisions do not require similar information on any class of stock which is senior or equal to the proposed issue. However, they do require disclosure regarding any other authorized class of securities if the rights evidenced by the shares to be registered are, or may be, materially limited or qualified by the rights of any such other authorized class of securities. This requirement is also duplicative of Item 10(B)(3) of Form 20–F, which requires a description of the rights, preferences and restrictions attaching to each class of shares. In addition, the Revised Application requires a complete description of any existing class of common stock or equity security PO 00000 Frm 00069 Fmt 4703 Sfmt 4703 29179 entitling the holder(s) to differential voting rights, dividend payments, or other preferences. The Exchange believes that the disclosure required under Item 202 of Regulation S–K, Item 10(B)(3) of Form 20–F and the Revised Application is more informative than the request for information in the Current Application, and therefore adequate for purposes of determining whether an issuer’s equity securities are suitable for listing. b. If application is being made to list one or more senior classes of stock, recite verbatim the charter provisions attaching thereto, and to each class on a parity therewith or senior thereto, in an exhibit appended to the application in addition to the summarized statement included in the application. c. Give a summary statement of any provisions of any indentures or agreements restricting payment of dividends or affecting voting rights of the class of stock applied for. State whether or not shareholders of any class have preemptive rights to subscribe to additional issues, whether by charter provision or statute. • The Exchange proposes to delete this requirement as it is duplicative of Items 202, 601(b)(3)(i) and 601(b)(4) of Regulation S–K and Item 10(B)(3) of Form 20–F, with the exception that such provisions do not require that the charter provisions of senior stock be recited verbatim. However, they do require a summary of the relevant provisions, and Items 601(b)(3)(i) and 601(b)(4) of Regulation S–K require companies to file their charter and any instruments defining the rights of security holders, including indentures. In addition, the Revised Application requires a complete description of any existing class of common stock or equity security entitling the holder(s) thereof to differential voting rights, dividend payments, or other preferences. The Exchange believes that the disclosure required under Items 202, 601(b)(3)(i) and 601(b)(4) of Regulation S–K, Item 10(B)(3) of Form 20–F and the Revised Application are adequate for purposes of determining whether a class of equity securities is suitable for listing. 11. Employees-Labor Relations— a. State total number regularly employed and, if subject to seasonal fluctuation, the maximum and minimum numbers employed during the preceding twelve months. • The Exchange proposes to delete this requirement as it is duplicative of Item 101(c)(1) of Regulation S–K and Item 6(D) of Form 20–F, with the exception that such provisions do not require disclosure of maximum and minimum numbers employed. However, E:\FR\FM\17MYN1.SGM 17MYN1 wreier-aviles on DSK5TPTVN1PROD with NOTICES 29180 Federal Register / Vol. 78, No. 96 / Friday, May 17, 2013 / Notices the Exchange finds the required information adequate since disclosure of maximum and minimum numbers employed would not be material to the Exchange’s determination of whether an issuer was suitable for listing. b. State dates and duration of material work stoppages due to labor disagreements during the past three years, and the general terms of settlement of such disagreements. • The Exchange proposes to delete this requirement as it is duplicative of the general disclosure requirements in Item 101 of Regulation S–K and of Item 6(D) of Form 20–F, with the exception that such provisions do not specifically require disclosure regarding work stoppages. However, Item 6(D) requires information regarding the relationship between management and labor unions. The Exchange believes that disclosures required under the federal securities laws are sufficient because unless information regarding work stoppages was required to be disclosed under Securities Act Rule 408 or Exchange Act Rule 12b–20, as applicable, it would not be material to the Exchange’s determination of whether an issuer was suitable for listing. c. Describe briefly any pension, retirement, bonus, profit participation, stock purchase, insurance, hospitalization, or other plans of benefit to employees which may be in effect. • The Exchange proposes to delete this requirement as it is duplicative of the disclosure requirements in Items 402, 201(d) and 601(b)(10) of Regulation S–K and in Item 6(B) of Form 20–F. The requirements in Item 402 of Regulation S–K and Item 6(B) of Form 20–F are limited to plans of benefit that apply to certain directors and officers. However, Item 201(d) of Regulation S–K requires tabular disclosure of any securities authorized for issuance under equity compensation plans to any persons employed by the company, not just executive officers, and unless the plan was approved by shareholders, a summary of the terms of the plan, and Item 601(b)(10) requires that any compensatory plan, contract or arrangement adopted without the approval of security holders must be filed with the SEC. The Exchange believes that, taken as a whole, the disclosure and documentation provided under these items is sufficient for purposes of determining whether an issuer is suitable for listing. 12. Shareholder Relations— Describe briefly the procedures followed by the company in the field of shareholder relations, indicating, among other things, the method by which shareholders are informed of either a VerDate Mar<15>2010 15:20 May 16, 2013 Jkt 229001 declaration of dividends or a failure to declare a dividend at an accustomed time; whether interim statements of earnings are mailed to shareholders or released to the press; how soon after the close of the period such interim statements usually are available; whether the company advises shareholders or otherwise gives periodic publicity to the progress of the company or new developments in its affairs (otherwise than through interim statements of earnings or annual reports and proxy statements). • The Exchange proposes to delete this requirement as the requirements for declaring dividends, issuing interim statements of earnings, and making periodic disclosure are set out in Sections 202.05, 203.02 and 204.12 of the Manual. 13. Dividend Record— State the amount of dividends (per share and in aggregate) paid by the company (or its predecessors) during each of the five preceding years. Show stock dividends separately, indicating, in respect of each stock dividend, the percentage amount, the number of shares issued in payment, the amount per dividend share and the aggregate charged against earnings or retained earnings, and the basis for calculating the amount charged. State the aggregate and per share amount of preferred dividend arrearages. Indicate whether dividends have been paid on a quarterly, semi-annual or annual basis, and state how long dividends have been paid without interruption. State the record date, payment date and date of declaration with respect to each dividend paid during the past two years. • Item 201(c) of Regulation S–K requires issuers to state the frequency and amount of any cash dividends declared on each class of its common equity by the registrant for the two most recent fiscal years and any subsequent interim period for which financial statements are required to be presented by Article 3 of Regulation S–X. After listing, a company is subject to Sections 204.12 and 204.21 of the Manual, which require companies to give the Exchange at least 10 days advance notice of the setting of the record date for any dividend or other distribution. The audited financial statements included in a company’s SEC filings would include information about accrued and unpaid preferred stock dividends, as well as any stock dividends paid during the period covered by the financial statements. The Exchange believes that, taken as a whole, the disclosure PO 00000 Frm 00070 Fmt 4703 Sfmt 4703 provided under these items is sufficient for purposes of determining whether an issuer is suitable for listing. 14. Option, Warrants, Conversion Rights, Etc.— a. State the terms and conditions of any options, purchase warrants, conversion rights or any other commitments, whether of definitive or contingent nature (including stock compensation or remuneration plans), under which the company may be required to issue any of its securities. If there are no such commitments, so state. • The Exchange proposes to delete this requirement as it is duplicative of the disclosure requirements in Items 402, 201(a)(2)(i), 201(d), 202(c) and 601(b)(10) of Regulation S–K and of Item 10(A) of Form 20–F. Disclosure under Item 402 of Regulation S–K is limited to plans of benefit that apply to certain directors and officers. However, Item 201(d) of Regulation S–K requires tabular disclosure of any securities authorized for issuance under equity compensation plans to any persons employed by the company, not just executive officers, and unless the plan was approved by shareholders, a summary of the terms of the plan. Additionally, Item 601(b)(10) requires that any compensatory plan, contract or arrangement adopted without the approval of security holders must be filed with the SEC. Items 201(a)(2)(i) and 202(c) of Regulation S–K require disclosure of all outstanding options and warrants, whether or not issued under a compensation plan, relating to the class of securities being offered. The Exchange believes that, taken as a whole, the disclosure and documentation provided under these items is sufficient for purposes of determining whether an issuer is suitable for listing. b. In the case of options granted to directors, officers or employees, and in the case of stock compensation or remuneration plans relating to directors, officers or employees, indicate whether or not the options or plans, or some measure or proposal implementing them, were approved by shareholders, and if so approved, the date of approval. • The Exchange proposes to delete this requirement as it is duplicative of Items 201(d) and 601(b)(10) of Regulation S–K and Items 6(B) and 10(A)(7) of Form 20–F, with the exception that such provisions do not require disclosure of the date of approval. The Exchange believes that, taken as a whole, the disclosure provided under these items is sufficient for purposes of determining whether an issuer is suitable for listing. 15. Litigation— E:\FR\FM\17MYN1.SGM 17MYN1 wreier-aviles on DSK5TPTVN1PROD with NOTICES Federal Register / Vol. 78, No. 96 / Friday, May 17, 2013 / Notices Describe all pending litigation of a material nature in which the company, or any of its subsidiaries or controlled companies, may be involved which may affect its income from, title to, or possession of any of its properties. • The Exchange proposes to delete this requirement as it is duplicative of Item 103 of Regulation S–K and Item 8(A)(7) of Form 20–F. 16. Business, Financial and Accounting Policies— a. Independent Public Accountants— State the name of independent public accountants; how long they have audited the company’s accounts; when and by whom they were appointed; whether or not they report directly to the Board of Directors; whether they make a continuous or periodic audit; extent of their authority to examine all records and supporting evidence; • The Exchange proposes to delete this requirement as it is duplicative of Rule 2–02 of Regulation S–X and Exchange Act Rule 10A, with the exception that such provisions do not require disclosure of the how long the public accountants have audited the company’s accounts, whether their audit is continuous or periodic, or the extent of their authority. The Exchange believes that, taken as a whole, the disclosure provided under these items is adequate for purposes of determining the reliability of the audited financial statements relied upon in determining the issuer’s qualification for listing. whether or not they are authorized or invited to attend shareholders’ meetings; whether they do attend such meetings; and, if they do attend, whether or not they are authorized to answer questions raised by shareholders. • The Exchange proposes to delete this requirement as it is duplicative of Item 9 of Schedule 14A of the Commission’s proxy rules. b. Chief Executive Officer—State the name and title of the chief executive officer. • The name and title of the issuer’s chief executive officer will continue to be a requirement in the Revised Application. c. Chief Financial Officer—State the name and title of the company’s chief financial officer; to whom he reports and the extent of his authority; whether or not he attends meetings of the Board of Directors. • The Exchange proposes to delete this requirement as it is duplicative of Item 401(b) of Regulation S–K and Item 6(A) of Form 20–F, with the exception that such provisions do not require disclosure of to whom the chief VerDate Mar<15>2010 15:20 May 16, 2013 Jkt 229001 financial officer reports or whether he or she attends meetings of the Board of Directors. d. Commitments— Indicate whether or not it is policy of the company to make future commodity commitments to an extent which may materially affect its financial position. • The Exchange proposes to delete this requirement as it is duplicative of Item 305(b) of Regulation S–K and Item 11(a) of Form 20–F, as well as the general disclosure requirement of Item 503(c) of Regulation S–K. e. Indicate whether or not, in the normal course of business, it is necessary to expand working capital through short term loans (or otherwise) to a material extent. • The Exchange proposes to delete this requirement as it is duplicative of Item 303(a)(1) of Regulation S–K and Item 5(B) of Form 20–F. The information may also in some circumstances be required by Item 101(c) of Regulation S–K. f. Other Policies— In cases where, because of the nature of the industry or circumstances peculiar to the company, unique business, financial or accounting policies are considered to be of material effect in determination of the company’s income or its financial position, or in interpretation of its financial statements, describe such other policies. • The Exchange proposes to delete this requirement as it is duplicative of Items 101 and 303 of Regulation S–K, Items 4 and 5 of Form 20–F and FASB ASC 235–10.24 While these provisions do not specifically require disclosure of unique business or financial policies that are considered to be of material effect in determining an applicant’s income or financial position, the Exchange finds the required information adequate because, unless such policies were required to be disclosed under Securities Act Rule 408 or Exchange Act Rule 12b–20, as applicable, they would not be meaningful in the Exchange’s analysis of whether a proposed issuance 24 See FASB ASC 235–10–50–3 (requiring that the financial statements ‘‘identify and describe the accounting principles followed by the entity and the methods of applying those principles that materially affect the determination of financial position, cash flows, or results of operations.’’) See also Securities Act Release No. 33–8350 (December 29, 2003) (‘‘[w]hen preparing disclosure under the current requirements [of Item 303], companies should consider whether they have made accounting estimates or assumptions where: the nature of the estimates or assumptions is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change; and the impact of the estimates and assumptions on financial condition or operating performance is material. If so, companies should provide disclosure about those critical accounting estimates or assumptions in their MD&A.’’) PO 00000 Frm 00071 Fmt 4703 Sfmt 4703 29181 complies with the Exchange’s listing requirements. 17. Financial Statements— Include in the listing application the following financial statements A summary statement of earnings, prepared in conformity with generally accepted accounting principles, for the last five fiscal years. • The Exchange proposes to delete this requirement as it is duplicative of Item 301 of Regulation S–K and Item 3(A) of Form 20–F. Consolidated financial statements, prepared in conformity with generally accepted accounting principles, together with the report of the company’s independent public accountants. • The Exchange proposes to delete this requirement as it is duplicative of Article 3 and Rule 2–02 of Regulation S–X and Item 8(A) of Form 20–F. Latest available interim financial statements for the current fiscal year, prepared in conformity with generally accepted accounting principles. The interim statements shall include a report thereon by the company’s chief financial officer if such statements have not been audited. • The Exchange proposes to delete this requirement as it is duplicative of Article 3 and Rules 2–02 and 10–01 of Regulation S–X and Item 8(A)(5) of Form 20–F, with the exception that such provisions do not require that the company’s chief financial officer provide a report on the interim financial statements. However, the signature of the principal financial officer is required by Forms S–1 and F–1 and also by Form 10–Q, the form on which U.S. companies that are Exchange Act registrants report their quarterly financial information. Pro forma or ‘‘giving effect’’ consolidated financial statements in cases where there has been, or is contemplated, any major financing, recapitalization, acquisition or reorganization. • The Exchange proposes to delete this requirement as it is duplicative of Article 11 of Regulation S–X. Parent Company Statements— Statements of the parent company as a separate corporate entity may also be required if such statements appear essential or desirable. In general, parent company statements are not required in cases where the subsidiaries are wholly owned and do not have any substantial amount of funded debt outstanding. • The Exchange proposes to delete this requirement as it is duplicative of Rules 5–04(c) and 12–04 of Regulation S–X. E:\FR\FM\17MYN1.SGM 17MYN1 29182 Federal Register / Vol. 78, No. 96 / Friday, May 17, 2013 / Notices V. Form of Transfer Agent Agreements As noted in Part I, above, the Exchange proposes to delete from the Manual the forms of transfer agent and registrar agreements currently set forth in Sections 906.01, 906.02 and 906.03 of the Manual. In both of its revised listing agreements, the Exchange has included an explicit agreement by the applicant issuer to abide by the transfer agent and registrar requirements set forth in Section 601.00 of the Manual et seq. The following sets forth the requirements currently included in the forms of transfer agent and registrar agreements and states where each requirement can be found in Section 601.00 of the Manual et seq. wreier-aviles on DSK5TPTVN1PROD with NOTICES Transfer Agent Registrar Agreement— Type A 1. That its capital, surplus (both capital and earned) and undivided profits now aggregate more than $10,000,000, and so long as it acts as a transfer agent or registrar, or both, for a single security issue or security issues listed on the NYSE, it will continue to have capital, surplus and undivided profits aggregating more than $10,000,000. • The Exchange proposes to delete this requirement as it is duplicative of Section 601.01(A)(1) of the Manual. 2. That it will comply with the rules and requirements of the NYSE, as the same may from time to time be amended, in regard to the transfer and registration of security issues listed on the NYSE. • The Exchange proposes to delete this requirement as it is duplicative of Section 601.01(A)(5) of the Manual. 3. That it will notify the Exchange, 10 days after the close of each calendar quarter, of the number of shares outstanding for each security listed on the Exchange. • The Exchange proposes to delete this requirement as it is duplicative of Section 601.00(B) of the Manual. 4. That before ceasing to act as transfer agent or registrar, or both, for any security issue or issues listed on the NYSE it will give to the NYSE written notice of its intention to cease to act at least five (5) business days before the date after which it will no longer act as transfer agent or registrar, or both, provided, however, that no such notice shall be required if (1) a transfer agent or registrar, or both, approved by the NYSE, is to be substituted for the Agent or (2) the Agent is prevented by law or by contract from continuing to act as transfer agent or registrar, or both, for the length of time necessary to give such notice. VerDate Mar<15>2010 15:20 May 16, 2013 Jkt 229001 • The Exchange proposes to delete this requirement as it is duplicative of Section 601.02 of the Manual. 5. That the Agent’s offices maintained for the purpose of transfer activities will be staffed by experienced personnel qualified to handle so-called ‘‘legal terms’’ and to advise on and handle other transfer problems. • The Exchange proposes to delete this requirement as it is duplicative of Section 601.01(A)(6) of the Manual. 6. That it will provide adequate facilities for the safekeeping of securities in its possession or under its control with respect to which it acts as transfer agent or registrar or both. • The Exchange proposes to delete this requirement as it is duplicative of Section 601.01(A)(7) of the Manual. 7. That all securities sent to a transfer agent (i) by mail or a commercial delivery service in each case on a same day or next day delivery basis, (ii) by a clearing agency registered with the Securities and Exchange Commission under Section 17A of the Exchange Act (a ‘‘Clearing Agency’’), (iii) clearly marked as a record date transfer, and (iv) deposited into the mail or with the commercial delivery service no later than the record date must, if the Clearing Agency so directs in writing in the letter of transmittal, be recorded by the transfer agent as having been received as of the record date so as to establish the transferee’s rights as of that date. For purposes of this policy the term ‘‘record date’’ shall include any date as of which the rights of a shareholder are established. • The Exchange proposes to delete this requirement as it is duplicative of Section 601.01(A)(3) of the Manual. 8. That in the case of routine transfers, the Agent agrees that any NYSE listed security received by the Agent for transfer, will be transferred, registered and mailed to the transferee of such security, within 48 hours (Saturdays, Sundays and holidays excluded) from the time of receipt of the securities by the transfer agent at its address designated for registration of transfers. • The Exchange proposes to delete this requirement as it is duplicative of Section 601.01(A)(2) of the Manual. 9. That it will maintain facilities to expedite transfers, where requested, of NYSE listed security issues for which the Agent acts. • The Exchange proposes to delete this requirement as it is duplicative of Section 601.01(A)(8) of the Manual. 10. That it will be totally responsible and liable for all securities for which it acts as Agent from the time the securities are delivered to or picked up by it, or by its designated Agent until PO 00000 Frm 00072 Fmt 4703 Sfmt 4703 such securities are picked up by or delivered to the recipient pursuant to instructions given to the Agent by the recipient. • The Exchange proposes to delete this requirement as it is duplicative of Section 601.01(A)(4) of the Manual. 11. That in connection with any loss of any security for which the Agent acts while such security is in the custody of the Agent or arising in connection with any receipt, delivery or transportation of any such security by or for the Agent, or any armored car service used by the Agent, the Agent agrees that it will at all times maintain insurance covering any such loss; that such insurance shall be in the amount of not less than $25 million with respect to each such loss; and that such insurance shall be payable prior to any other insurance covering any such loss that may be maintained by and available to the NYSE. • The Exchange proposes to delete this requirement as it is duplicative of Section 601.01(A)(1) of the Manual. 12. That when acting both as transfer agent and registrar for a single security issue, the Agent will assure that these functions are maintained separate and distinct with appropriate internal accounting controls, subject to an annual review by the Agent’s independent auditors. Such auditors will provide a report on an annual basis to the Agent’s Board of Directors with a copy to the NYSE setting forth the results of their review. The independent auditor’s review shall include such tests of the transfer and registration systems and controls including the period since the prior examination date as considered necessary in the circumstances to establish that the control system is basically adequate and that no material weakness in the internal control exists. If applicable the auditor’s report will comment upon any material weaknesses found to exist and shall indicate any corrective action taken or proposed. • The Exchange proposes to delete this requirement as it is duplicative of Section 601.01(B) of the Manual. 13. That if the auditor’s report, as outlined in Section 12 above, specifies any material weaknesses, the Agent hereby agrees to take immediate corrective action. When such corrective steps have been completed, the auditor will provide a subsequent letter indicating that the material weaknesses have been corrected. • The Exchange proposes to delete this requirement as it is duplicative of Section 601.01(B) of the Manual. 14. That approval of an Agent to act pursuant to this agreement will not be granted until such time as an E:\FR\FM\17MYN1.SGM 17MYN1 Federal Register / Vol. 78, No. 96 / Friday, May 17, 2013 / Notices wreier-aviles on DSK5TPTVN1PROD with NOTICES independent auditor has submitted a report covering the results of such review to the Agent’s Board of Directors and to the NYSE in a form satisfactory to the NYSE. • The Exchange proposes to delete this requirement as it is duplicative of Section 601.01(B) of the Manual. 15. That the NYSE may at any time determine that the Agent is no longer a qualified transfer agent or registrar, or both, of a security issue or issues listed on the NYSE in the event the Agent fails to comply with all or any part of the provisions of this Agreement. • The Exchange proposes to delete this requirement as it is duplicative of Section 601.01(A)(9) of the Manual. 16. The Agent hereby appoints llllll as its agent for service of process in connection with matters arising out of or by reason of Agent’s acting as transfer agent or registrar or both, for NYSE listed security issues. This appointment shall be limited to process served in connection with the performance or failure to perform such services including transportation and custody, shall not extend to matters unrelated thereto or shall not be or be deemed to be a general appointment as agent for service upon the Agent. • The Exchange proposes to delete this requirement as it is duplicative of Section 601.01(A)(15) of the Manual. 17. For companies required to maintain eligibility for a security in a direct registration system pursuant to Para. 501.00 of this Manual: The Agent will at all times be eligible either for the direct registration system operated by the Depository Trust Company or for another direct registration system operated by a securities depository that is registered as a clearing agency with the Securities and Exchange Commission pursuant to Section 17A(b)(2) of the Exchange Act. • The Exchange proposes to delete this requirement as it is duplicative of Section 601.01(A)(13) of the Manual. Transfer Agent Registrar Agreement— Type B 1. That its capital, surplus (both capital and earned) and undivided profits now aggregate more than $2,000,000 and so long as it acts as a transfer agent or registrar for security issues listed on the NYSE, it will continue to have capital, surplus and undivided profits aggregating more than $2,000,000. • The Exchange proposes to delete this requirement as it is duplicative of Section 601.01(D) of the Manual. 2. That it will comply with the rules and requirements of the NYSE, as the same may from time to time be VerDate Mar<15>2010 15:20 May 16, 2013 Jkt 229001 amended, in regard to the transfer and registration of security issues listed on the NYSE. • The Exchange proposes to delete this requirement as it is duplicative of Section 601.01(A)(5) of the Manual. 3. That it will notify the Exchange, 10 days after the close of each calendar quarter, of the number of shares outstanding for each security listed on the Exchange. • The Exchange proposes to delete this requirement as it is duplicative of Section 601.00(B) of the Manual. 4. That before ceasing to act in either capacity for any security issue or issues listed on the NYSE it will give to the NYSE written notice of its intention to cease to act at least five (5) business days before the date after which it will no longer act as transfer agent, or registrar provided, however, that no such notice shall be required if (1) a cotransfer agent or registrar approved by the NYSE, is to be substituted for the Agent or (2) the Agent is prevented by law or by contract from continuing to act as co-transfer agent or registrar for the length of time necessary to give such notice. • The Exchange proposes to delete this requirement as it is duplicative of Section 601.02 of the Manual. 5. That the Agent’s offices maintained for the purpose of transfer activities be staffed by experienced personnel qualified to handle so-called ‘‘legal items’’ and to advise on and handle other transfer problems. • The Exchange proposes to delete this requirement as it is duplicative of Section 601.01(A)(6) of the Manual. 6. That it will provide adequate facilities for the safekeeping of securities in its possession or under its control with respect to which it acts as co-transfer agent or registrar. • The Exchange proposes to delete this requirement as it is duplicative of Section 601.01(A)(7) of the Manual. 7. That, as co-transfer agent, it will be totally responsible and liable for all securities for which it acts from the time the securities are delivered to or picked up by it, or its designated agent, until such securities are picked up by or delivered to the recipient pursuant to instructions given to the Agent by the recipient. • The Exchange proposes to delete this requirement as it is duplicative of Section 601.01(A)(4) of the Manual. 8. That all securities sent to a transfer agent (i) by mail or a commercial delivery service in each case on a same day or next day delivery basis, (ii) by a clearing agency registered with the Securities and Exchange Commission under Section 17A of the Exchange Act PO 00000 Frm 00073 Fmt 4703 Sfmt 4703 29183 (a ‘‘Clearing Agency’’), (iii) clearly marked as a record date transfer, and (iv) deposited into the mail or with the commercial delivery service no later than the record date must, if the Clearing Agency so directs in writing in the letter of transmittal, be recorded by the transfer agent as having been received as of the record date so as to establish the transferee’s rights as of that date. For purposes of this policy the term ‘‘record date’’ shall include any date as of which the rights of a shareholder are established. • The Exchange proposes to delete this requirement as it is duplicative of Section 601.01(A)(3) of the Manual. 9. That in the case of routine transfers, the Agent agrees that any NYSE listed security delivered to or picked up by the Agent for transfer, will be transferred, registered and available for pick up at its office within 48 hours (Saturdays, Sundays and holidays excluded) from the time of pick up by or delivery to the Agent. • The Exchange proposes to delete this requirement as it is duplicative of Section 601.01(A)(2) of the Manual. 10. That it will maintain facilities to expedite transfers, where requested, of NYSE listed security issues for which the Agent acts. • The Exchange proposes to delete this requirement as it is duplicative of Section 601.01(A)(8) of the Manual. 11. That the NYSE may at any time determine that the Agent is no longer a qualified transfer agent or registrar of security issues listed on the NYSE in the event the Agent fails to comply with all or any part of the provisions of this Agreement. • The Exchange proposes to delete this requirement as it is duplicative of Section 601.01(A)(9) of the Manual. Agreement for Corporate Issuers To Act as Transfer Agent and Registrar 1. That it presently meets the Exchange’s applicable minimum original or continued numerical standards for listing. • The Exchange’s minimum original and continued numerical standards for listing are set forth in Sections 102.00 and 802.01A of the Manual. For initial public offerings, the Exchange verifies these standards via an underwriter’s representation letter. For transfers or continued listing issues, the Exchange verifies these standards via shareholder lists obtained from the Company, Broadridge Financial Solutions or the company’s public filings. Because the Exchange can independently confirm the minimum original and continued numerical standards for listing, the E:\FR\FM\17MYN1.SGM 17MYN1 wreier-aviles on DSK5TPTVN1PROD with NOTICES 29184 Federal Register / Vol. 78, No. 96 / Friday, May 17, 2013 / Notices Exchange proposes to delete this requirement. 2. That it will comply with the rules and requirements of the NYSE, as the same may from time to time be amended, in regard to the transfer and registration of security issues listed on the NYSE. • The Exchange proposes to delete this requirement as it is duplicative of Section 601.01(A)(5) of the Manual. 3. That it will notify the NYSE 10 days after the close of each calendar quarter of the number of shares outstanding for each security listed on the Exchange for which it acts as transfer agent and registrar. • The Exchange proposes to delete this requirement as it is duplicative of Section 601.00(B) of the Manual. 4. That before ceasing to act as transfer agent and registrar, it will give to the NYSE written notice of its intention to cease to act at least five (5) business days before the date after which it will no longer act as transfer agent and registrar, provided, however, that no such notice shall be required if (1) a transfer agent and registrar approved by the NYSE is to be substituted for the Agent or (2) the Agent is prevented by law or by contract from continuing to act as transfer agent and registrar for the length of time necessary to give such notice. • The Exchange proposes to delete this requirement as it is duplicative of Section 601.02 of the Manual. 5. That the Agent’s offices maintained for the purpose of transfer activities will be staffed by experienced personnel qualified to handle so-called ‘‘legal items’’ and to advise on and handle other transfer problems. • The Exchange proposes to delete this requirement as it is duplicative of Section 601.01(A)(6) of the Manual. 6. That it will provide adequate facilities for the safekeeping of securities in its possession or under its control with respect to which it acts as transfer agent and registrar. • The Exchange proposes to delete this requirement as it is duplicative of Section 601.01(A)(7) of the Manual. 7. That all securities sent to a transfer agent (i) by mail or a commercial delivery service in each case on a same day or next day delivery basis, (ii) by a clearing agency registered with the Securities and Exchange Commission under Section 17A of the Exchange Act (a ‘‘Clearing Agency’’), (iii) clearly marked as a record date transfer, and (iv) deposited into the mail or with the commercial delivery service no later than the record date must, if the Clearing Agency so directs in writing in the letter of transmittal, be recorded by VerDate Mar<15>2010 15:20 May 16, 2013 Jkt 229001 the transfer agent as having been received as of the record date so as to establish the transferee’s rights as of that date. For purposes of this policy the term ‘‘record date’’ shall include any date as of which the rights of a shareholder are established. • The Exchange proposes to delete this requirement as it is duplicative of Section 601.01(A)(3) of the Manual. 8. That in the case of routine transfers, the Agent agrees that its NYSE listed securities received by the Agent for transfer, will be transferred, registered and mailed to the transferee of such security within 48 hours (Saturdays, Sundays and holidays excluded) from the time of receipt of the securities by the transfer agent at its address designated for registration of transfers. • The Exchange proposes to delete this requirement as it is duplicative of Section 601.01(A)(2) of the Manual. 9. That it will maintain facilities to expedite transfers, where requested, of its NYSE listed security issues. • The Exchange proposes to delete this requirement as it is duplicative of Section 601.01(A)(8) of the Manual. 10. That it will be totally responsible and liable for all securities for which it acts as Agent from the time the securities are delivered to or picked up by it, or its designated agent, until such securities are delivered to the recipient pursuant to instructions given to the Agent by the recipient. • The Exchange proposes to delete this requirement as it is duplicative of Section 601.01(A)(4) of the Manual. 11. That it will file an agreement with the Exchange indemnifying purchasers of its NYSE listed securities from and against any and all loss arising out of over/under issuance. • The Exchange proposes to delete this requirement as it is duplicative of Section 601.01(B) of the Manual. 12. That the Agent will assure that the transfer agent and registrar functions are maintained separate and distinct with appropriate internal controls, subject to an annual review by the Agent’s independent auditors. Such auditors will provide a letter on an annual basis to the Agent’s Board of Directors with a copy to the NYSE setting forth the results of their review. The independent auditor’s review shall include tests of the transfer and registrations systems and controls including the period since the prior examination date as considered necessary in the circumstances to establish that the control system is basically adequate and that no material weakness in the internal control exists. If applicable, the auditor’s review will comment upon any inadequacies found to exist and PO 00000 Frm 00074 Fmt 4703 Sfmt 4703 shall indicate any corrective action taken or proposed. • The Exchange proposes to delete this requirement as it is duplicative of Section 601.01(B) of the Manual. 13. That if the auditor’s review, as outlined in Section 12 above, specified any inadequacies, the Agent hereby agrees to take immediate corrective action. When such corrective steps have been completed, the auditors will provide a subsequent letter indicating that the inadequacies have been corrected. • The Exchange proposes to delete this requirement as it is duplicative of Section 601.01(B) of the Manual. 14. That approval to act pursuant to this agreement will not be granted until such time as an independent auditor has submitted a letter covering the results of such review to the Agent’s Board of Directors and to the NYSE in a form satisfactory to the NYSE. • The Exchange proposes to delete this requirement as it is duplicative of Section 601.01(B) of the Manual. 15. That the NYSE may at any time determine that the Agent is no longer a qualified transfer agent and registrar for its NYSE listed security issues in the event the Agent fails to comply with all or any part of the provisions of this Agreement. • The Exchange proposes to delete this requirement as it is duplicative of Section 601.01(A)(9) of the Manual. 16. For companies required to maintain eligibility for a security in a direct registration system pursuant to Para 501.00 of this Manual: The Agent will at all times be eligible either for the direct registration system operated by the Depository Trust Company or for another direct registration system operated by a securities depository that is registered as a clearing agency with the Securities and Exchange Commission pursuant to Section 17A(b)(2) of the Exchange Act. • The Exchange proposes to delete this requirement as it is duplicative of Section 601.01(A)(13) of the Manual. 2. Statutory Basis The proposed rule change is consistent with Section 6(b) 25 of the Exchange Act in general, and furthers the objectives of Section 6(b)(5) 26 of the Exchange Act in particular, in that it is 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, 25 15 26 15 E:\FR\FM\17MYN1.SGM U.S.C. 78f(b). U.S.C. 78f(b)(5). 17MYN1 wreier-aviles on DSK5TPTVN1PROD with NOTICES Federal Register / Vol. 78, No. 96 / Friday, May 17, 2013 / Notices and to remove impediments to and perfect the mechanisms of a free and open market and a national market system, and, in general, to protect investors and the public interest. The Exchange believes that the proposed rule change is consistent with the investor protection and public interest goals of the Exchange Act because a listing applicant will continue to undergo a rigorous application process, in which it will continue to provide to the Exchange all information necessary for the Exchange to make an informed decision about the issuer’s qualification for listing. In addition, the proposed revised listing agreements provide that any listing applicant will agree to comply with the Exchange’s rules. The Exchange believes that: (i) The provisions the Exchange proposes to include in new Section 107.00 and (ii) the proposal to amend Section 802.01D to explicitly include a violation of the listing agreement as a basis for delisting are consistent with the protection of investors and the public interest. The requirements included in proposed Section 107.00 are all policies the Exchange has long applied as part of its initial listing process and they are important in insuring that only qualified companies are admitted to listing. The proposed amendment to Section 802.01D simply makes explicit that it may be appropriate in certain circumstances for the Exchange to utilize its discretion under that rule to delist a company for a violation of its listing agreement. The proposed changes to Sections 702.03, 702.04, 901, 902.01 and 903 of the Manual are consistent with the protection of investors and the public interest, as the proposed changes do not to weaken regulatory requirements but instead simply streamline the Exchange’s listing application process and the organization of the Manual by deleting from the Manual documents that will now be made available on the Exchange’s Web site. The proposed changes to Sections 104.00, 702.00 and 702.02 of the Manual are consistent with the protection of investors and the public interest, as the proposed changes do not to weaken regulatory requirements, but instead simply provide a more helpful description of the Exchange’s confidential review of eligibility and overall listing process. The indicative timeline proposed to be deleted from Section 702.02 is very approximate and does not necessarily bear any relation to the listing experience of any individual company. The Exchange believes these changes, as described in Part I above, will make the relevant sections more VerDate Mar<15>2010 15:20 May 16, 2013 Jkt 229001 informative for listing applicants and add transparency and clarity to the Exchange’s rules. The Exchange’s proposed changes to Sections 906.01, 906.02, 906.03, 601.01 and 601.03 of the Manual, deleting the requirements with respect to transfer agent and registrar agreements, are consistent with the protection of investors and the public interest, as a listing applicant will continue to be required to explicitly agree in the revised listing agreement that it will have a qualified transfer agent and registrar at all times while listed on the Exchange. The proposed modifications to the listing application are consistent with the protection of investors and the public interest, because the Exchange is simply eliminating from the application information requirements that are duplicative of disclosure requirements under the Federal securities laws or where similar disclosure provisions under the Federal securities laws provide information sufficient for the Exchange to make informed determinations about the suitability of issuers for listing. The proposed modifications to the domestic and foreign listing agreements are consistent with the protection of investors and the public interest because, as described in detail in Parts II and III of the ‘‘Purpose’’ section of this filing, any requirements that are eliminated are either: (i) Duplicative of provisions included elsewhere in the Manual as listing rules; (ii) no longer applicable because the SEC has previously approved the elimination of an identical listing rule requirement; (iii) no longer relevant in light of changes to the structure and practices in the securities markets; or (iv) proposed additions to the Manual as listing rules. The Exchange’s proposed changes to Sections 701.02, 702.06 and 703 of the Manual, as described in Part I above, are technical and conforming changes that are non-substantive in nature. The Exchange’s proposed deletion of Section 702.01 of the Manual in its current form, as described more fully in Part I of the ‘‘Purpose’’ section of this filing, is consistent with the protection of investors and the public interest, as it simply eliminates a description which is not accurate as it relates to the listing application process proposed to be adopted pursuant to this filing. The proposed deletion of Section 702.05 of the Manual is consistent with the protection of investors and the public interest, because market participants and investors no longer need to rely on the publication of an issuer’s listing application by the PO 00000 Frm 00075 Fmt 4703 Sfmt 4703 29185 Exchange for information about the issuer, as all disclosures material to an investment in that issuer’s securities must be included in such issuer’s SEC filings. The proposed deletions of Sections 904.01–904.03 of the Manual are consistent with the protection of investors and the public interest, as: (i) The Stock Distribution Schedule in Section 904.01 is obsolete because the Exchange obtains the distribution information it needs from the Company’s transfer agent; (ii) the information required by Section 904.02 would be required to be included in the revised listing application; and (iii) the ‘‘Due Bill’’ Form Letter included in Section 904.03 is no longer used, as investors have access to this information in real time through online market data service providers. 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. The proposed rule change does not substantively alter the requirements for initial listing in any material respect and therefore will not advantage the Exchange in competing for new listings. C. Self-Regulatory Organization’s Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others No written comments were solicited or received with respect to the proposed rule change. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Within 45 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 or disapprove the 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: E:\FR\FM\17MYN1.SGM 17MYN1 29186 Federal Register / Vol. 78, No. 96 / Friday, May 17, 2013 / Notices Electronic Comments • Use the Commission’s Internet comment form (https://www.sec.gov/ rules/sro.shtml); or • Send an email to rulecomments@sec.gov. Please include File Number SR–NYSE–2013–33 on the subject line. Paper Comments • Send paper comments in triplicate to Elizabeth M. Murphy, Secretary, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549–1090. wreier-aviles on DSK5TPTVN1PROD with NOTICES All submissions should refer to File Number SR–NYSE–2013–33. This file number should be included on the subject line if email 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 Web site viewing and printing 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 the filing will also 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– 2013–33 and should be submitted on or before June 7, 2013. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.27 Kevin M. O’Neill, Deputy Secretary. [FR Doc. 2013–11759 Filed 5–16–13; 8:45 am] BILLING CODE 8011–01–P 27 17 CFR 200.30–3(a)(12). VerDate Mar<15>2010 15:20 May 16, 2013 Jkt 229001 SECURITIES AND EXCHANGE COMMISSION [Release No. 34–69562; File No. SR–DTC– 2013–01] Self-Regulatory Organizations; The Depository Trust Company; Order Approving Proposed Rule Change To Modify Its Practice Regarding the Collection of Participants’ Required Participants Fund Deposits May 13, 2013. I. Introduction On March 20, 2013, The Depository Trust Company (‘‘DTC’’) filed with the Securities and Exchange Commission (‘‘Commission’’) proposed rule change SR–DTC–2013–01 (‘‘Proposed Rule Change’’) pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (‘‘Act’’) 1 and Rule 19b–4 thereunder.2 The Proposed Rule Change was published in the Federal Register on April 8, 2013.3 This order approves the Proposed Rule Change. II. Description DTC filed the Proposed Rule Change to accelerate DTC’s collection of a Participant’s required deposit to DTC’s Participants Fund in certain circumstances from two business days to the same day that the Participant is notified of the requirement, as described below. A. Participants Fund Pursuant to Rule 4 of its Rules, Bylaws, Organization Certificate (‘‘DTC Rules’’), DTC maintains resources funded by its Participants that is a liquidity resource and is available to satisfy any uninsured loss incurred by DTC, including a loss resulting from a Participant’s failure to settle its transactions (‘‘Participants Fund’’).4 Each Participant’s required deposit to the Participants Fund (‘‘Required Participants Fund Deposit’’) is calculated daily pursuant to an established formula.5 While the minimum deposit is $10,000, each Participant is required to make a deposit to the Participants Fund based upon a formula that takes into account the Participant’s six largest intraday net debit peaks over a rolling 60 businessday period.6 Typically DTC collects new 1 15 U.S.C. 78s(b)(1). CFR 240.19b–4. 3 Release No. 34–69276 (Apr. 2, 2013), 78 FR 20999 (Apr. 8, 2013). 4 See DTC Rules (https://dtcc.com/legal/ rules_proc/dtc_rules.pdf). 5 Id., Rule 4(a). 6 See DTC Settlement Service Guide (https:// dtcc.com/downloads/products/learning/ 2 17 PO 00000 Frm 00076 Fmt 4703 Sfmt 4703 Participants Fund deposits once per month for each Participant.7 However, if the Participant’s newly calculated Required Participants Fund Deposit is greater than its prior day’s Required Participants Fund Deposit, and the difference thereof (i) equals or exceeds $500,000 and (ii) represents 25 percent or more of that Participant’s newly calculated required fund deposit (‘‘Threshold Amount and Percentage’’), the Participant currently must deposit the difference, to the extent any excess amount of the Participant’s Actual Participants Fund Deposit 8 does not already satisfy the new requirement, in the Participants Fund within two business days.9 B. Proposed Rule Change In order to enhance its liquidity and risk coverage, DTC is accelerating the collection of Participants’ Required Participants Fund Deposits, in the circumstances where DTC currently collects it within two business days, to the same day the Participant is notified of the requirement. In other words, for both the daily and monthly calculations that trigger collections, as described above, increased deposit requirements will be collected by DTC on a same-day basis, instead of within two business days. To account for this rule change, DTC is revising the text of its Settlement Services Guide to provide that where a Participant’s calculated Required Participants Fund Deposit meets the Threshold Amount and Percentage, the increased amount must (to the extent any excess amount of the Participant’s Actual Participants Fund Deposit does not already satisfy the new requirement) be deposited with DTC on the same business day as (i) the calculation of the increase, and (ii) a report or other notification of the change is made available to the Participant. As mentioned above, in order to harmonize the Participants Fund collection processes, monthly increases Settlement.pdf). DTC may also require an additional deposit to the Participants Fund in the event that DTC becomes concerned with a Participant’s financial soundness. See DTC Rules, supra note 4, Rule 9(A). Separately, a Participant may make a voluntary deposit to the Participants Fund (‘‘Voluntary Participants Fund Deposit’’) in excess of the amount required. See id., Rule 4(c). These two provisions are not impacted by the Proposed Rule Change. 7 See DTC Rules, supra note 4, Rule 4(b). 8 See DTC Rules, supra note 4, Rule 4(b). ‘‘Actual Participants Fund Deposit’’ means the actual amount the Participant has deposited to the Participants Fund, including both its Required Participants Fund Deposit and any Voluntary Participants Fund Deposit. Id., Rule 1. 9 See DTC Settlement Service Guide, supra note 6. E:\FR\FM\17MYN1.SGM 17MYN1

Agencies

SECURITIES AND EXCHANGE COMMISSION

[Federal Register Volume 78, Number 96 (Friday, May 17, 2013)]
[Notices]
[Pages 29165-29186]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2013-11759]

-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-69565; File No. SR-NYSE-2013-33]

Self-Regulatory Organizations; New York Stock Exchange LLC;
Notice of Filing of Proposed Rule Change Proposing To: (i) Delete the
Sections in the Listed Company Manual (the ``Manual'') Containing the
Listing Application Materials (Including the Listing Application and
the Listing Agreement) and Adopt Updated Listing Application Materials
That Will Be Posted on the Exchange's Web Site; and (ii) Adopt as New
Rules Certain Provisions That Are Currently Included in the Various
Forms of Agreements That Are in the Manual, as Well as Some Additional
New Rules That Make Explicit Existing Exchange Policies With Respect to
Initial Listings

May 13, 2013.
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 April 30, 2013, New York Stock Exchange LLC (the
``Exchange'' or ``NYSE'') filed with the Securities and Exchange
Commission (the ``Commission'') the proposed rule change as described
in Items I, II, and III below, which Items have been prepared by the
self-regulatory organization. The Commission is publishing this notice
to solicit comments on the proposed rule change 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: (i) Delete the sections in the Listed
Company Manual (the ``Manual'') containing the listing application
materials (including the listing application and the listing agreement)
and adopt updated listing application materials that will be posted on
the Exchange's Web site; and (ii) adopt as new rules certain provisions
that are currently included in the various forms of agreements that are
in the Manual, as well as some additional new rules that make explicit
existing Exchange policies with respect to initial listings. The text
of the proposed rule change is available on the Exchange's Web site at
www.nyse.com, at the principal office of the Exchange, 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 those 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 parts of such statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule Change

1. Purpose
The Exchange proposes to: (i) delete the forms of documents
required in connection with a listing from the Manual and eliminate
requirements from those documents that are redundant or that no longer
serve any regulatory purpose; and (ii) adopt as new rules certain
provisions that are currently included in the various forms of
agreements that are in the Manual, as well as some additional new rules
that make explicit existing Exchange policies with respect to initial
listings. In lieu of their inclusion in the Manual, the Exchange
proposes to make all of the required documents (including the listing
application and the listing agreement) available on its Web site
(www.nyx.com).\4\ In the event that in the future the Exchange makes
any substantive changes (including changes to the rights, duties, or
obligations of the applicant or the Exchange, or that would otherwise
require a rule filing) to those documents being removed from the
Manual, it will submit a rule filing to the Securities and Exchange
Commission (``SEC'') to obtain approval of such changes.\5\ The
Exchange will maintain all historical versions of those documents on
its Web site after changes have been made, so that it will be possible
to review how each document has changed over time.
---------------------------------------------------------------------------

\4\ The forms of all of the documents required in connection
with a listing application as they will appear on the Exchange's Web
site are included in Exhibit 3 to this filing. The Commission notes
that Exhibit 3 is attached to the filing, not to this Notice. It has
been a long-standing practice of the Exchange to post on its Web
site the forms of the documents required to be submitted in
connection with applications to list. After approval of this
proposal the Exchange will continue that practice as before, but the
forms of those documents will no longer be set forth in the Manual.
\5\ The Exchange will not submit a rule filing if the changes
made to a document are typographical or stylistic in nature.
---------------------------------------------------------------------------

Part I of the rule filing includes a discussion of the proposed
changes to the Manual on a section-by-section basis. Part II sets out
the Exchange's proposed approach to each item included in the current
forms of listing agreements for domestic companies and Part III sets
out the Exchange's proposed approach to each item included in the
current forms of listing agreements for foreign private issuers. Part
IV sets forth the Exchange's proposed approach to each requirement in
the current form of the original listing application. Finally, Part V
sets forth the Exchange's proposed approach to the requirements in the
forms of transfer agent and registrar agreements.
I. Proposed Changes to the Manual by Section
The following is a discussion of the changes being made to the
Manual on a section-by-section basis: \6\
---------------------------------------------------------------------------

\6\ All rule references in this filing are to sections of the
Manual unless otherwise specified. In addition to the changes
discussed herein, the Exchange proposes to amend the following
sections of the Manual to remove cross-references therein to
sections that are proposed to be deleted or amended and to state
that the required documents are on the Exchange's Web site or
available from the Exchange upon request: Sections 102.01C(F)
(Minimum Numerical Standards--Domestic Companies--Equity Listings);
103.01B(C) (Minimum Numerical Standards Non-U.S. Companies Equity
Listings); 103.04 (Sponsored American Depository Receipts or Shares
(``ADRS'')); 204.00(B) (Notice to and Filings with the Exchange);
204.04 (Business Purpose Changed); 204.13 (Form or Nature of Listed
Securities Changed); 204.18 (Name Change); and 204.23 (Rights or
Privileges of Listed Security Changed Last Modified: 8/21/2006).

---------------------------------------------------------------------------

[[Page 29166]]

Amendments to Sections 102.01C and 103.01B
Sections 102.01C and 103.01B permit companies to make certain
adjustments to their reported financial information for purposes of
complying with the Exchange's initial quantitative listing standards.
This adjusted financial data is required to be included as part of the
company's listing application. The Exchange proposes to amend each of
these sections to remove a cross-reference to the listing application
in Section 702.04 and to state that the form of listing application and
information regarding supporting documents required in connection with
adjustments to historical financial data are available on the
Exchange's Web site or from the Exchange upon request.
Amendment to Sections 103.04--Sponsored American Depository Receipts or
Shares (``ADRs'')
Section 103.04 contains requirements for companies listing American
Depositary Receipts (``ADRs''). The Exchange proposes to delete a
cross-reference to the listing agreements in Section 901.00 and to add
a statement that the form of listing agreement and information
regarding supporting documents required in connection with listing ADRs
are available on the Exchange's Web site or from the Exchange upon
request.
Addition of Section 104.00--Confidential Review of Eligibility
The Exchange proposes to add a new Section 104.00 to describe the
free confidential review of the eligibility for listing undertaken by
the Exchange of any company that (i) requests such a review and (ii)
provides the documents listed in Section 104.01 (for domestic
companies) or Section 104.02 (for non-U.S. companies). A company may
submit an original listing application only after it has been cleared
to do so by the Exchange after completion of a confidential eligibility
review.
Amendment to Section 104.01--Domestic Companies
The Exchange proposes to amend Section 104.01 to delete the
requirement to certify the copy of the applicant's charter and by-laws
provided in connection with a confidential eligibility review, as the
certification is not necessary for such review. The Exchange proposes
to modify the provision specifying that it will review specimen bond or
stock certificates by inserting the words ``if any'' at the end of the
provision, as not all listed securities are certificated and the
provision will therefore not always be applicable.\7\ In addition, the
Exchange proposes to add a statement that the form of listing
application and information regarding supporting documents are
available on the Exchange's Web site or from the Exchange upon request.
---------------------------------------------------------------------------

\7\ The Exchange's requirements with respect to the form and
content of stock certificates are set forth in Section 501.01 of the
Manual and those with respect to bond certificates are set forth in
Section 501.02.
---------------------------------------------------------------------------

Amendment to Section 104.02--Non-U.S. Companies
The Exchange proposes to amend Section 104.02 to state that an
applicant seeking a confidential eligibility review should provide a
copy of its charter and by-laws ``or equivalent constitutional
documents,'' in recognition of the fact that in a number of countries
constitutional documents are not in the form of charters or by-laws. At
the same time, the Exchange proposes to delete the requirement that the
copy provided be certified, as the certification is not necessary for
such review. The Exchange proposes to modify the provision specifying
that it will review specimens of certificates traded or to be traded in
the U.S. market by inserting the words ``if any'' at the end of the
provision, as not all listed securities are certificated and the
provision will therefore not always be applicable. The Exchange also
proposes to delete the requirement to provide worldwide and U.S. stock
distribution schedules. The stock distribution schedule requirement is
obsolete because the Exchange obtains the distribution information it
needs from the applicant's transfer agent. In addition, the Exchange
proposes to add a statement that the form of listing application and
information regarding supporting documents are available on the
Exchange's Web site or from the Exchange upon request.
Proposed Section 107.00--Financial Disclosure and Other Information
Requirements
The Exchange proposes to include in the Manual a new Section 107.00
(``Financial Disclosure and Other Information Requirements'') as
follows:
Section 107.01 (Auditing Standards) A company's
qualification to list will be determined on the basis of financial
statements that are either: (i) prepared in accordance with U.S.
generally accepted accounting principles; or (ii) reconciled to U.S.
generally accepted accounting principles as required by the SEC's
rules; or (iii) prepared in accordance with International Financial
Reporting Standards, as issued by the International Accounting
Standards Board, for Companies that are permitted to file financial
statements using those standards consistent with the SEC's rules.
Section 107.02 (Auditor Registration) Each company
applying for initial listing must be audited by an independent public
accountant that is registered as a public accounting firm with the
Public Company Accounting Oversight Board, as provided for in Section
102 of the Sarbanes-Oxley Act of 2002.\8\
---------------------------------------------------------------------------

\8\ 15 U.S.C. 7212.
---------------------------------------------------------------------------

Section 107.03 (SEC Compliance) No security shall be
approved for listing if the issuer has not for the 12 months
immediately preceding the date of listing filed on a timely basis all
periodic reports required to be filed with the SEC or Other Regulatory
Authority or the security is suspended from trading by the SEC pursuant
to Section 12(k) of the Exchange Act. ``Other Regulatory Authority''
means: (i) in the case of a bank or savings authority identified in
Section 12(i) of the Exchange Act, the agency vested with authority to
enforce the provisions of Section 12 of the Exchange Act; or (ii) in
the case of an insurance company that is subject to an exemption issued
by the SEC that permits the listing of the security, notwithstanding
its failure to be registered pursuant to section 12(b), the
Commissioner of Insurance (or other officer or agency performing a
similar function) of its domiciliary state.
Section 107.04 (Exchange Information Requests) The
Exchange may request any information or documentation, public or non-
public, deemed necessary to make a determination regarding a security's
initial listing, including, but not limited to, any material provided
to or received from the SEC or Other Regulatory Authority (as defined
in Section 107.03). A company's security may be denied listing if the
company fails to provide such information within a reasonable period of
time or if any communication to the Exchange contains a material
misrepresentation or omits material information necessary to make the
communication to the Exchange not misleading.
While the Exchange's historical and current practice has been to
impose all of the foregoing requirements as a

[[Page 29167]]

matter of practice, it believes that the transparency of having these
policies stated explicitly in the Manual will be helpful.
Amendments to Sections 204.00--Notice to and Filings With the Exchange,
204.04--Business Purpose Changed, 204.13--Form or Nature of Listed
Securities Changed, 204.18--Name Change, and 204.23--Rights or
Privileges of Listed Security Changed
The Exchange proposes to amend Sections 204.00, 204.04, 204.13,
204.18 and 204.23 to delete cross-references therein to sections of the
Manual relating to the listing application and listing agreements and
to replace such cross-references with a statement that the form of
listing application and information regarding supporting documents
required in connection with the listing application are available on
the Exchange's Web site or from the Exchange upon request.
Amendment to Section 311.01--Publicity and Notice to the Exchange of
Redemption
The Exchange proposes to delete from the forms of listing
agreements for domestic and non-U.S. companies a provision that
requires partial redemptions of listed securities to be either pro rata
or by round lot. In lieu of those provisions, the Exchange proposes to
amend Section 311.01 to impose an identical requirement.
Amendments to Sections 501.01--Stock Certificates and 501.02--Bond
Certificates
The Exchange proposes to delete from the forms of listing
agreements for domestic and non-U.S. companies a provision that
requires listed companies to issue new certificates for listed
securities replacing lost ones upon notification of loss of the
original certificate and receipt of proper indemnity. In lieu of those
provisions, the Exchange proposes to amend Section 501.01 to include an
identical requirement.
The Exchange proposes to delete from the forms of listing
agreements for domestic and non-U.S. companies a provision that
provides that, in the event of the issuance of any duplicate bond to
replace a bond which has been alleged to be lost, stolen or destroyed
and the subsequent appearance of the original bond in the hands of an
innocent bondholder, either the original or the duplicate bond must be
taken up and cancelled and the issuer must deliver to such holder
another bond theretofore issued and outstanding. In lieu of those
provisions, the Exchange proposes to amend Section 501.02 to include an
identical requirement.
Section 601.00 et seq.--Services To Be Provided by Transfer Agents and
Registrars and Sections 906.01-906.03.--Agreements of Transfer Agents
and Registrars With the Exchange
In its revised listing agreement, as described in Parts II and III
below, the Exchange has included an explicit agreement by the applicant
issuer to abide by the transfer agent and registrar requirements set
forth in Section 601.00 of the Manual et seq. In light of that
requirement in the proposed listing agreement and the explicit
requirements of Section 601.00 et seq., the Exchange proposes to no
longer require the execution of the forms of transfer agent and
registrar agreements currently set forth in Sections 906.01, 906.02 and
906.03 of the Manual. The Exchange notes that neither NASDAQ nor NYSE
MKT requires similar agreements. As described in Part V below, the
Exchange proposes to add to Section 601.01 certain requirements set
forth in the transfer agent and registrar agreements that are not
currently embodied in any other rule. In addition to deleting Sections
906.01, 906.02 and 906.03, the Exchange proposes to delete the
references to those agreements in Section 601.01 and an erroneous
reference in Section 601.01(B) to Section 906.04, which does not
exist.\9\ The Exchange proposes to delete Section 601.03 in its
entirety, as it relates solely to the forms of transfer agent and
registrar agreements which the Exchange is proposing to eliminate.
---------------------------------------------------------------------------

\9\ The reference to Section 906.04 is included as a
parenthetical after a reference to the ``Transfer Agent-Registrar
Agreement Type A'' in Section 601.01 (B) and to the ``Transfer
Agent-Registrar Agreement Type B'' in Section 601.01 (C), which are
actually included in Section 906.03. The Exchange therefore believes
that the erroneous references to Section 906.04 should have instead
referred to Section 906.03.
---------------------------------------------------------------------------

Modification to Section 701.02--Listing Fees
The Exchange proposes to modify the reference to Section 902.02 in
Section 701.02 so that it will refer to the correct current title of
Section 902.02, ``General Information on Fees.''
Amendment to Section 702.00--Original Listing Application Securities of
Other Than Debt Securities
The Exchange proposes to amend Section 702.00 (Original Listing
Application Securities of Other than Debt Securities) to replace the
general information currently in that section with a general outline of
the listing process which will be more informative for listing
applicants.
Section 702.00 will be renamed ``Original Listing Application for
Securities of an Issuer Which Does Not at the Time of Application Have
any Other Securities Listed On the Exchange.'' The following is a
description of the listing process as set forth in Section 702.00 as
amended:
If a company wishes to list a class of securities (including common
equity securities) but does not at the time of application have any
other class of securities listed on the Exchange, the company must
first seek a free confidential review of listing eligibility as set
forth in Section 104.00. If, upon completion of this free confidential
review, the Exchange determines that a company is eligible for listing,
the Exchange will notify that company in writing (the ``clearance
letter'') that it has been cleared to submit an original listing
application. A clearance letter is valid for nine months from its date
of issuance. If a company does not list within that nine month period
and wishes to list thereafter, the Exchange will perform another
confidential listing eligibility review as a condition to the issuance
of a new clearance letter.
After receiving a clearance letter, a company choosing to list must
file an original listing application. The original listing application
and other required supporting documents can be found on www.nyx.com. A
company should submit drafts of the original listing application and
other required documents as far in advance as possible of the time it
seeks Exchange authorization of its application. In the case of
documents which by their nature cannot be completed until close to the
listing date, the Exchange will authorize an application upon the
condition that a company submits the supporting documents as soon as
available, but, in any event, before the listing date. Prior to the
listing date, the company's securities will be allocated to a
Designated Market Maker pursuant to the Exchange's Allocation Policy.
The company's Exchange representative will provide a copy of the
Allocation Policy to the company.
Section 902.03 hereof requires certain categories of listing
applicants to pay an Initial Application Fee as a prior condition to
receipt of eligibility clearance. Promptly after making a determination
that a company is eligible to list but subject to payment of the
Initial Application Fee, the Exchange shall inform such company in
writing that it is entitled to receive a clearance letter upon payment
of the applicable

[[Page 29168]]

Initial Application Fee.\10\ Applicants that are not subject to the
Initial Application Fee will not receive any similar notification, but
rather will receive a clearance letter promptly after the Exchange has
made an eligibility determination.
---------------------------------------------------------------------------

\10\ The purpose of this notification is to assure any such
company that it will not have to pay a non-refundable Initial
Application Fee subject to any risk that it will not subsequently
receive a clearance letter.
---------------------------------------------------------------------------

In addition to applying to the Exchange, a company must, prior to
the listing date, register its securities with the SEC under the
Exchange Act (unless securities are exempt from the registration
requirement). When the Exchange approves securities for listing and
receives a company's Exchange Act registration statement, it will
certify such approval to the SEC. (See Section 702.01 (Registration
under the Securities Exchange Act of 1934).)
The Exchange proposes to delete from the Manual Sections 702.01
(Introduction), 702.02 (Timetable for Original Listing of Securities
Other than Debt Securities), 702.03 (Submission of Listing
Application), 702.04 (Supporting Documents) and 702.05 (Printing of
Application).
Section 702.01 describes the listing application as historically
used, which was not on a set form and required companies to provide a
narrative of the information relevant to the particular issue. The
listing application form used going forward will be in the form of a
questionnaire and the Exchange will not require the sort of narrative
that was historically included in the listing application, as this
information is typically all readily available in the company's SEC
filings, as discussed in Parts II and III below. Section 702.02 is
being eliminated because the timeline provided in that section is very
approximate and does not necessarily bear any relation to the listing
experience of any individual company. As such, the Exchange believes it
is of limited practical value.
The Exchange proposes to eliminate Section 702.03 (Submission of
Listing Application), as the Exchange's requirements with respect to
the submission of copies of the listing application will be set forth
in detail in listing checklists posted on the Exchange's Web site. The
Exchange also proposes to delete Section 702.04 (Supporting Documents).
To the extent that the documents described in Section 702.04 continue
to be relevant to the listing process, the Exchange will request them
from issuers pursuant to the listing application checklists described
above.
The following is the list of supporting documents required by
Section 702.04 in its current form and a discussion of whether each
individual document will continue to be required and, if not, why not:
Signed Application: The Exchange will continue to require copies of
the signed application but will require two signed copies of the
application going forward rather than the signed copy and five
conformed copies specified in Section 702.04, as Exchange staff only
require two copies for internal record keeping purposes.
Charter and By-Laws: The charter and by-laws will continue to be
required. The Exchange proposes to no longer require that the copies
provided be certified, as the certification is not necessary for its
review.
Resolutions: The Exchange will continue to require copies of the
applicable board resolutions, although they will no longer need to be
certified, as certification is not necessary to the Exchange's review.
Opinions of Counsel/Certificate of Good Standing: These documents
will continue to be required.
Stock Distribution Schedule: The Exchange proposes to eliminate the
stock distribution schedule requirement. The stock distribution
schedule requirement is obsolete because the Exchange obtains the
distribution information it needs from the applicant's public filings
and from its transfer agent.
Certificate of Transfer Agent/Certificate of Registrar: The
Exchange proposes to no longer require these documents, as the
information the Exchange needs about the applicant's outstanding shares
is available in its prospectus or periodic SEC reports, as well as the
report of the applicant's outstanding shares that will be required to
be delivered to the Exchange once a quarter after listing.
Notice of Availability of Stock Certificates: The Exchange proposes
to no longer require this document as all transactions in listed
securities in the national market system are conducted electronically
through DTCC.
Specimens of the Securities for Which Listing Application is Made:
The Exchange proposes to continue to require copies of specimen
certificates, if any.
Public Authority Certificate: The Exchange proposes to continue to
require public authority certificates, where applicable.
Prospectus: The Exchange does not propose to continue to require
applicants to provide copies of their final prospectuses, as they are
publicly available on the SEC's Web site.
Financial Statements: The Exchange does not propose to continue to
require applicants to provide copies of their financial statements, as
they are included in the applicant's SEC filings which are publicly
available on the SEC's Web site.
Adjustments to Historical Financial Data: The Exchange proposes to
continue to require companies to provide as part of their application
copies of any adjusted financial data used in connection with the
financial qualification for listing of the applicant.
Listing Agreement: The Exchange proposes to require the applicable
form of proposed revised listing agreement as set forth elsewhere in
this filing.
Memorandum with Respect to Unpaid Dividends, Unsettled Rights and
Record Dates: The Exchange proposes to no longer require this document,
as all of the required information is included in the proposed revised
listing application included in Exhibit 3 hereto.\11\
---------------------------------------------------------------------------

\11\ The Commission notes that Exhibit 3 is attached to the
filing, not to this Notice.
---------------------------------------------------------------------------

Registration form under the Securities Exchange Act of 1934: The
Exchange proposes to continue to require applicants to supply this
document.
The second paragraph of Section 702.04 requires applicants to
provide required documents at least one week prior to listing or, if
this is not possible because of the nature of the document in question,
as soon as practicable thereafter, but in any event prior to the first
day of trading subject to the Exchange's conditional listing approval.
As set forth above, similar requirements will be included in Section
702.00 as amended. Section 702.00 as amended will provide that
documents should be provided to the Exchange as far in advance of when
the company seeks authorization of its application as possible.
The Exchange proposes to delete Section 702.05 (Printing of
Application). The Exchange has not distributed printed copies of
approved listing applications for many years and, consequently, the
discussion of the printing and distribution of applications in Section
702.05 has no current relevance. The listing application in its current
form requires issuers to provide significant amounts of disclosure
about the issuer's business and financial condition and market
participants needed copies of applications to obtain access to that
information. The listing application has lost its relevance as a
disclosure document in recent decades due to the development of the
SEC's

[[Page 29169]]

own comprehensive disclosure system. Market participants now rely on a
company's SEC filings as a comprehensive source of information about
the applicant company and they no longer need to receive copies of a
company's listing application for that purpose.
Section 702.06 (Registration under the Securities Exchange Act of
1934) will be renumbered as Section 702.01.
Amendment to 703.00--Subsequent Listing Applications and Debt
Securities Applications
The Exchange proposes to amend Section 703.00 by modifying
subsections 703.01 through 703.14, each of which relates to the filing
of supplemental listing applications in different circumstances and in
relation to different types of securities. In each case, the subsection
will be amended to delete references to the form of supplemental
listing application set forth in Section 903.02 and also the lists of
documents required to be submitted in connection with the relevant
supplemental listing application. Instead, each applicable subsection
of Section 703.00 will state that the form of listing application and
information regarding supporting documents required in connection with
supplemental listing applications and debt securities applications are
available on the Exchange's Web site or from the Exchange upon request.
Section 703.01 Part 1(A) currently states that the application must
be in the form of a memo from the company. This statement is modified
to instead provide that the applicable forms of listing applications
and information regarding supporting documents required in connection
with supplemental listing applications and debt securities applications
are available on the Exchange's Web site or from the Exchange upon
request.
Section 703.01 Part 2(B) currently provides that four signed
typewritten copies of the supplemental listing application must be
provided to the Exchange. The Exchange currently needs only two signed
copies and its needs may change over time. Therefore the Exchange
proposes to amend this provision so that it will state that information
about the number of required copies of the application can be found on
the Exchange's Web site or will be provided by Exchange staff upon
request.
The Exchange proposes to amend Section 703.02 Part 1(B) to remove
an obsolete reference to the Exchange's weekly bulletin, which is no
longer distributed.
The Exchange proposes to amend a reference in Section 703.02 (part
2) (Stock Split/Stock Rights/Stock Dividend Listing Process) of the
Manual to the form of due-bill agreement as currently set forth in
Section 904.05 so that it will refer to Section 904.02 to reflect the
proposed renumbering described below.
Proposed Amendment to Section 802.01D--Other Criteria
Section 802.01D of the Manual sets forth non-quantitative bases on
which the Exchange may make a determination to delist a company when it
deems such action to be appropriate. The Exchange proposes to add to
this section a provision explicitly providing that the Exchange may
delist a company for a breach of the terms of its listing agreement.
While Section 802.01D already provides broad discretion to the Exchange
to delist a company when its continued listing is deemed inadvisable,
the Exchange believes that a violation of the terms of a company's
listing agreement may in certain circumstances be of such a serious
nature that it should result in a delisting and that it is desirable to
make that possibility explicit in the rule.
The Exchange also proposes to correct typographical errors in
Section 802.01D by replacing colons with semi-colons in the list of
possible defects in an audit opinion that may be a basis for delisting.
Section 901.00--Listing Agreements
Section 901.00 sets forth the following agreements that are
required for listing on the Exchange:

901.01--Listing Agreement for Domestic Companies
901.02--Listing Agreement for Foreign Private Issuers
901.03--Listing Agreement for Depositary of a Foreign Private Issuer
901.04--For Japanese Companies--Free Share Distribution Understanding
901.05--Listing Agreement for Voting Trusts

As the Exchange has amended the Manual over time, the forms of
listing agreements have not always been amended to reflect changes made
to the underlying listing requirements. Certain provisions of the
listing agreements also reflect practices at the Exchange and in the
securities markets generally that are no longer prevalent, such as the
transfer of physical securities in Exchange transactions rather than
the contemporary system of book entry transfer through the Depository
Trust & Clearing Corporation (``DTCC''). Consequently, there are
provisions in the listing agreements that are obsolete.
The Exchange proposes to remove from the Manual each of the
agreements set forth in Sections 901.01 through 901.05. Revised
versions of the agreements will be posted on the Exchange's Web site.
These revised versions will be streamlined to remove obsolete
provisions and those provisions that are duplicative of requirements
included elsewhere in the Manual. The Exchange believes that this
approach is consistent with the practice of other national securities
exchanges, including NASDAQ and NYSE MKT.
The Exchange's proposed approach to each item included in the
current forms of listing agreements for domestic companies and foreign
private issuers in Sections 901.01 and 901.02 is set out in Parts II
and III below.
The Exchange proposes to delete from the Manual each of the listing
agreement for the depositary of a foreign private issuer set forth in
Section 901.03, the Free Share Distribution Agreement for Japanese
companies in Section 901.04 and the Listing Agreement for Voting Trusts
set forth in Section 901.05. However, the current forms of those
agreements, as currently set forth in Sections 901.03, 901.04 and
901.05, will be available on the Exchange's Web site at www.nyx.com and
will continue to be used where applicable.
Section 902.01--Listed Securities Fee Agreement
The Exchange proposes to eliminate the Listing Securities Fee
Agreement as an agreement to pay all applicable fees is included as
part of the proposed amended listing agreement. Accordingly Section
902.01 of the Manual will be deleted in its entirety.
Section 903.00--Listing Applications
The Exchange proposes to delete from the Manual the form of
original listing application contained in Section 903.01 and the form
of supplemental listing application contained in Section 903.02.
Accordingly, Sections 903.01 and 903.02 will be deleted from the Manual
in their entirety. In addition, Section 903.00, which provides a
summary of the current contents of Sections 903.01 and 903.02, will be
deleted in its entirety. A revised form of the original listing
application and the existing forms of the supplemental listing
applications for various types of issuance as currently set forth in
Section 903.02 (which are not being revised at this time) will be
provided on the Exchange's Web site. A fuller discussion of the
proposed changes to the form of original listing application is
included in Part IV below.

[[Page 29170]]

Section 904.00--Other Forms
The Exchange proposes to delete from the Manual Sections 904.01
(Stock Distribution Schedule) and 904.02 (Unpaid Dividends, Unsettled
Rights, and Record Dates--Memorandum). Section 904.03 (``Due Bill''
Form Letter) will be renumbered as Section 904.01. Section 904.04
(Foreign Currency Warrants and Currency Index Warrants and Stock Index
Warrants Membership Circular) will be renumbered as Section 904.02.
The Stock Distribution Schedule in Section 904.01 is obsolete
because the Exchange obtains the distribution information it needs from
the company's transfer agent. The Exchange notes that the only
information it needs for purposes of determining the company's
compliance with Exchange distribution requirements is the number of
round lot holders. Information about how many holders there are of
different ranges of numbers of shares, the 10 largest holdings, and the
geographical distribution of stockholders, is not relevant to any
Exchange listing requirement.
The Exchange proposes to require applicants to provide in the
revised form of original listing application the information required
by the memorandum currently set forth in Section 904.02.\12\
---------------------------------------------------------------------------

\12\ See Section II.A of the proposed form of listing
application set forth in Exhibit 3 hereto.
---------------------------------------------------------------------------

II. Listing Agreement for Domestic Companies
The following sets forth each of the requirements included in the
current form of listing agreement for domestic companies currently set
forth in Section 901.01 of the Manual and the Exchange's proposed
approach to each item upon adoption of its new form of listing
agreement. Also set forth are the requirements that would be in the
proposed amended listing agreement for domestic companies.
Section I
1. The Corporation will promptly notify the Exchange of any change
in the general character or nature of its business.
The Exchange proposes to delete this requirement as it is
identical to Section 204.19 of the Manual.
2. The Corporation will promptly notify the Exchange of any changes
of officers or directors.
The Exchange proposes to delete this requirement as it is
identical to Section 204.10 of the Manual.
3. The Corporation will promptly notify the Exchange in the event
that it or any company controlled by it shall dispose of any property
or of any stock interest in any of its subsidiary or controlled
companies, if such disposal will materially affect the financial
position of the Corporation or the nature or extent of its operations.
The Exchange proposes to delete this requirement as it is
identical to Section 204.11 of the Manual.
4. The Corporation will promptly notify the Exchange of any change
in, or removal of, collateral deposited under any mortgage or trust
indenture, under which securities of the Corporation listed on the
Exchange have been issued.
The Exchange proposes to delete this requirement as it is
identical to Section 204.07 of the Manual.
5. The Corporation will:
a. File with the Exchange four copies of all material mailed by the
Corporation to its stockholders with respect to any amendment or
proposed amendment to its Certificate of Incorporation.
Section 204.00(B) of the Manual requires companies to
promptly provide to the Exchange one hard copy of any notice to
shareholders with respect to any proposed amendments to the company's
charter, as well as a certified copy of the amended charter along with
a letter of transmittal indicating the sections amended since the
previous filing of amendments or amended documents, following the date
that such notice is given or the charter is amended. Section 204.00(B)
requires companies to follow a similar procedure with respect to
resolutions of the Board of Directors, or any certificate or other
document, having the effect of an amendment to the charter or by-laws.
The requirements of Section 204.00(B) serve the Exchange's needs with
respect to charter amendments, in particular because all material used
in soliciting shareholders' votes in connection with any charter
amendment must be filed with the SEC and are readily accessible by the
NYSE's staff on the SEC Web site. In addition, Section 402.01 of the
Manual requires listed companies to file with the Exchange six
definitive copies of the proxy material (together with proxy card) not
later than the date on which such material is sent, or given, to any
security holders. The Exchange notes that compliance with Section
402.01 fulfills the company's obligation under Exchange Act Rule 14a-
6(c) to file with the Exchange three copies of all materials mailed to
shareholders in connection with a proxy solicitation. Consequently, the
Exchange proposes to eliminate this section of the listing agreement.
b. File with the Exchange a copy of any amendment to its
Certificate of Incorporation, or resolution of Directors in the nature
of an amendment, certified by the Secretary of the state of
incorporation, as soon as such amendment or resolution shall have been
filed in the appropriate state office.
Section 204.00(B) of the Manual requires companies to
provide to the Exchange a certified copy of the amended charter.
Consequently, the Exchange proposes to eliminate this section of the
listing agreement.
c. File with the Exchange a copy of any amendment to its By-Laws,
certified by a duly authorized officer of the Corporation, as soon as
such amendment shall have become effective.
The Exchange proposes to delete this requirement as it is
duplicative of Section 204.00(B) of the Manual, which requires
companies to file with the Exchange copies of any amendments to their
by-laws.
6. The Corporation will disclose in its annual report to
shareholders, for the year covered by the report: (1) The number of
shares of its stock issuable under outstanding options at the beginning
of the year; separate totals of changes in the number of shares of its
stock under option resulting from issuance, exercise, expiration or
cancellation of options; and the number of shares issuable under
outstanding options at the close of the year, (2) the number of
unoptioned shares available at the beginning and at the close of the
year for the granting of options under an option plan, and (3) any
changes in the exercise price of outstanding options, through
cancellation and reissuance or otherwise, except price changes
resulting from the normal operation of anti-dilution provisions of the
options.
The Exchange proposes to delete this section, as the SEC
previously approved the elimination of a similar requirement in Section
703.09 of the Manual on the basis that the SEC's own rules provided for
comprehensive disclosure regarding options.\13\
---------------------------------------------------------------------------

\13\ See Securities Exchange Act Release No. 54344 (August 21,
2006), 71 FR 51260 (August 29, 2006) (SR-NYSE-2005-68).
---------------------------------------------------------------------------

7. The Corporation will report to the Exchange, within ten days
after the close of a fiscal quarter, in the event any previously issued
shares of any stock of the Corporation listed on the Exchange have been
reacquired or disposed of, directly or indirectly, for the account of
the Corporation during such fiscal quarter, such report showing
separate totals for acquisitions and dispositions and the number of
shares of such stock so held by it at the end of such quarter.

[[Page 29171]]

The Exchange proposes to delete this requirement as it is
identical to Section 204.25 of the Manual.
8. The Corporation will promptly notify the Exchange of all facts
relating to the purchase, direct or indirect, of any of its securities
listed on the Exchange at a price in excess of the market price of such
security prevailing on the Exchange at the time of such purchase.
Exchange rules have not prohibited off-board trading for
many years. NYSE Regulation, Inc. (``NYSE Regulation'') conducts a
variety of surveillances based on trading on the NYSE to detect
potentially manipulative trading activity in Exchange listed
securities, as well as other violative activity. NYSE Regulation
investigates alerts triggered by its surveillances and, if warranted,
either (i) initiates regulatory action against the responsible member
or member organization or (ii) refers to the matter to the SEC if the
responsible market participant is not subject to the Exchange's
jurisdiction. It is our understanding that other market centers that
offer trading in NYSE listed securities pursuant to unlisted trading
privileges also conduct surveillance of trading on their markets. NYSE
Regulation relies on its regulatory surveillance program to monitor
trading in listed securities, rather than on reporting by the companies
themselves, and believes that its surveillance program is adequate for
that purpose. Of course, any complaints or inquiries by listed
companies or others are thoroughly investigated by NYSE Regulation,
which takes action if violative activity is identified. In addition,
Regulation NMS and the order protection rules of the Exchange and other
market centers are designed to assure that orders are not executed
outside the prevailing market, subject to certain exceptions. With
respect to a listed company's purchases of its own securities, SEC Rule
10b-18 provides a safe harbor for such purchases that meet the
conditions set forth in that rule and companies are required to report
all purchases of their own securities pursuant to Item 703 of
Regulation S-K.
Consequently, the Exchange has for some time not required companies
to comply with the requirement to inform the Exchange about any share
purchases at prices in excess of the market price on the Exchange and
therefore proposes to delete this provision, as the Exchange believes
that the regulatory concerns originally underpinning this requirement
are now more appropriately addressed through its regulatory
surveillance program and SEC rules and reporting requirements.
9. The Corporation will not select any of its securities listed on
the Exchange for redemption otherwise than by lot or pro rata, and will
not set a redemption date earlier than fifteen days after the date
corporate action is taken to authorize the redemption.
The Exchange proposes to delete this requirement. The
fifteen days [sic] notice of a date set for partial redemptions is
included in Sections 204.22 and 311.01 of the Manual. The Exchange
proposes to amend Section 311.01 to include the requirement that
redemptions of listed securities must be pro rata or by lot.
10. The Corporation will promptly notify the Exchange of any
corporate action which will result in the redemption, cancellation or
retirement, in whole or in part, of any of its securities listed on the
Exchange, and will notify the Exchange as soon as the Corporation has
notice of any other action which will result in any such redemption,
cancellation or retirement.
The Exchange proposes to delete this requirement as it is
duplicative of Section 204.22 of the Manual.
11. The Corporation will promptly notify the Exchange of action
taken to fix a stockholders' record date, or to close the transfer
books, for any purpose, and will take such action at such time as will
permit giving the Exchange at least ten days' notice in advance of such
record date or closing of the books.
The Exchange proposes to delete this requirement as it is
duplicative of the notice requirements contained in Sections 204.06,
204.17, 204.21 and 401.02 of the Manual. The Exchange notes that it
reminds listed companies of its notice requirements in a letter sent
annually to all listed companies and that the notice requirements are
also included in the ``Guide to Requirements for Submitting Data to the
Exchange'' which is included as part of the introductory material in
the Manual.
12. In case the securities to be listed are in temporary form, the
Corporation agrees to order permanent engraved securities within thirty
days after the date of listing.
The Exchange proposes to delete this provision, as all
securities traded through the facilities of the Exchange are now traded
electronically, so requirements with respect to securities certificates
are no longer relevant.
13. The Corporation will furnish to the Exchange on demand such
information concerning the Corporation as the Exchange may reasonably
require.
The Exchange proposes to retain this provision in its
revised form of listing agreement and in proposed new Section 107.04.
14. The Corporation will not make any change in the form or nature
of any of its securities listed on the Exchange, nor in the rights or
privileges of the holders thereof, without having given twenty days'
prior notice to the Exchange of the proposed change, and having made
application for the listing of the securities as changed if the
Exchange shall so require.
The Exchange proposes to delete this requirement as it is
duplicative of Section 204.13 of the Manual.
15. The Corporation will make available to the Exchange, upon
request, the names of member firms of the Exchange which are registered
owners of stock of the Corporation listed on the Exchange if at any
time the need for such stock for loaning purposes on the Exchange
should develop, and in addition, if found necessary, will use its best
efforts with any known large holders to make reasonable amounts of such
stock available for such purposes in accordance with the rules of the
Exchange.
The Exchange proposes to delete this requirement, as it is
not reflective of current Exchange practices.
16. The Corporation will promptly notify the Exchange of any
diminution in the supply of stock available for the market occasioned
by deposit of stock under voting trust agreements or other deposit
agreements, if knowledge of any such actual or proposed deposits should
come to the official attention of the officers or directors of the
Corporation.
The Exchange proposes to delete this requirement as it is
duplicative of Section 204.09 of the Manual.
17. The Corporation will make application to the Exchange for the
listing of additional amounts of securities listed on the Exchange
sufficiently prior to the issuance thereof to permit action in due
course upon such application.
The Exchange proposes to delete this requirement as it is
duplicative of Section 703.01 Part 2 of the Manual.
Section II
1. The Corporation will publish at least once a year and submit to
its stockholders at least fifteen days in advance of the annual meeting
of such stockholders and not later than three months after the close of
the last preceding fiscal year of the Corporation a balance sheet as of
the end of such fiscal year, and a surplus and income statement for
such fiscal year of the Corporation as a separate corporate

[[Page 29172]]

entity and of each corporation in which it holds directly or indirectly
a majority of the equity stock; or in lieu thereof, eliminating all
intercompany transactions, a consolidated balance sheet of the
Corporation and its subsidiaries as of the end of its last previous
fiscal year, and a consolidated surplus statement and a consolidated
income statement of the Corporation and its subsidiaries for such
fiscal year. If any such consolidated statement shall exclude
corporations a majority of whose equity stock is owned directly or
indirectly by the Corporation:
(a) the caption of, or a note to, such statement will show the
degree of consolidation; b) the consolidated income account will
reflect, either in a footnote or otherwise, the parent company's
proportion of the sum of, or difference between, current earnings or
losses and the dividends of such unconsolidated subsidiaries for the
period of the report; and (c) the consolidated balance sheet will
reflect, either in a footnote or otherwise, the extent to which the
equity of the parent company in such subsidiaries has been increased or
diminished since the date of acquisition as a result of profits, losses
and distributions.
Appropriate reserves, in accordance with good accounting practice,
will be made against profits arising out of all transactions with
unconsolidated subsidiaries in either parent company statements or
consolidated statements.
Such statements will reflect the existence of any default in
interest, cumulative dividend requirements, sinking fund or redemption
fund requirements of the Corporation and of any controlled corporation,
whether consolidated or unconsolidated.
The Exchange proposes to delete this provision, as it is
duplicative in some respects of SEC rules requiring the annual filing
of financial statements as part of the company's annual report on Form
10-K, 20-F, 40-F or NCSR filed with the SEC and the requirement of the
SEC's proxy rules, applicable to domestic Exchange-listed companies,
that when an issuer is soliciting proxies for its annual shareholders
meeting, the issuer must distribute an annual report including its
annual financial statements to shareholders, or notifies shareholders
where such information may be accessed on the internet, in connection
with proxy solicitation, at the same time as or prior to distribution
of the proxy statement.\14\ The Exchange notes that Section 203.01 of
the Manual requires listed companies that are required to file with the
SEC an annual report including audited financial statements (i.e., an
annual report on Form 10-K, 20-F, 40-F or NCSR) to simultaneously make
such annual report available on or through the company's Web site and
to undertake to provide, upon request, a hard copy of its audited
financial statements free of charge. The Exchange also notes that
Section 802.01E of the Manual requires the delisting of any listed
Company that fails to file its annual report within a compliance period
determined by the Exchange, but in no event longer than 12 months from
the original filing due date.
---------------------------------------------------------------------------

\14\ See Securities Exchange Act Rule 14C-3.
---------------------------------------------------------------------------

For foreign private issuers, eliminating this requirement is a
substantive change. However, the SEC's proxy rules are not applicable
to foreign private issuers and, in conformity with that position, the
NYSE does not intend to impose such requirements itself.
2. All financial statements contained in annual reports of the
Corporation to its stockholders will be audited by independent public
accountants qualified under the laws of some state or country, and will
be accompanied by a copy of the certificate made by them with respect
to their audit of such statements showing the scope of such audit and
the qualifications, if any, with respect thereto.
The Corporation will promptly notify the Exchange if it changes its
independent public accountants regularly auditing the books and
accounts of the Corporation.
The Exchange proposes to eliminate the first paragraph
above as it is duplicative of the SEC's requirements with respect to
Form 10-K and Section 107.02 of the Manual. The Exchange proposes to
delete the second paragraph above, as it is duplicative of the
requirement to file a Form 8-K (under Item 4.01 of Form 8-K) when a
company's auditor resigns or is dismissed. The Exchange monitors the
SEC filings of listed companies and would promptly become aware of the
filing of a Form 8-K reporting a change of auditors.
3. All financial statements contained in annual reports of the
Corporation to its stockholders shall be in the same form as the
corresponding statements contained in the listing application in
connection with which this Listing Agreement is made, and shall
disclose any substantial items of unusual or non-recurrent nature.
The Exchange proposes to delete this requirement, as the
form of companies' annual financial statements is dictated by the SEC's
Form 10-K requirements rather than Exchange rules. The Exchange notes
that an identical provision was previously deleted from Section 203.01
of the Manual.
4. The Corporation will publish quarterly statements of earnings on
the basis of the same degree of consolidation as in the annual report.
Such statements will disclose any substantial items of unusual or non-
recurrent nature and will show either net income before and after
federal income taxes or net income and the amount of federal income
taxes.
The Exchange proposes to replace this requirement with a
requirement that companies file quarterly financial information on Form
10-Q. The Exchange notes that Section 802.01E of the Manual, which
describes the compliance and delisting provisions for companies that
are late in filing their annual reports with the SEC, does not subject
companies to delisting if they are late in filing a Form 10-Q. The
Exchange does not currently delist companies as a consequence of a
failure to file a Form 10-Q on a timely basis, although the Exchange
has discussed with the SEC the establishment of such a requirement in
connection with a proposed harmonization of the late filer rules of all
of the national securities exchanges that list equity securities.
However, the Exchange will (as has always been the case) consider a
company's failure to timely file its Form 10-Qs as part of its ongoing
review of whether a company is suitable for continued listing.
5. The Corporation will not make, nor will it permit any subsidiary
directly or indirectly controlled by it to make, any substantial
charges against capital surplus, without notifying the Exchange. If so
requested by the Exchange, the Corporation will submit such charges to
stockholders for approval or ratification.
The Exchange proposes to delete this requirement as it is
duplicative of Section 204.05 of the Manual.
6. The Corporation will not make any substantial change, nor will
it permit any subsidiary directly or indirectly controlled by it to
make any substantial change, in accounting methods, in policies as to
depreciation and depletion or in bases of valuation of inventories or
other assets, without notifying the Exchange and disclosing the effect
of any such change in its next succeeding interim and annual report to
its stockholders.
The Exchange proposes to delete this requirement, as
companies are required by SEC rules to disclose in their periodic
reports on Form 10-K and 10-Q any changes in accounting

[[Page 29173]]

methods and any effect of such changes on the company's financial
statements.
7. The Corporation will maintain an audit committee in conformity
with Exchange requirements.
The Exchange proposes to delete this provision, as it is
duplicative of Sections 303A.06 and 303A.07 of the Manual, which
require listed companies to have an audit committee in compliance with
Exchange rules and SEC Rule 10A-3.
Section III
1. The Corporation will maintain, in accordance with the
requirements of the Exchange:
a. An office or agency where the principal of and interest on all
bonds of the Corporation listed on the Exchange shall be payable and
where any such bonds which are registerable as to principal or interest
may be registered.
The Exchange proposes to delete this requirement as it is
duplicative of Section 601.00(B) of the Manual.
b. An office or agency where:
(1) All stock of the Corporation listed on the Exchange shall be
transferable.
(2) Checks for dividends and other payments with respect to stock
listed on the Exchange may be presented for immediate payment.
(3) A security listed on the Exchange which is convertible will be
accepted for conversion.
The Exchange proposes to delete this requirement as it is
duplicative of Section 601.00(A) of the Manual.
c. A registrar where stock of the Corporation listed on the
Exchange shall be registerable. Such registrar shall be a bank or trust
company not acting as transfer agent for the same security.
The Exchange proposes to delete this requirement as it is
duplicative of Section 601.01 of the Manual. The Exchange notes that--
contrary to this provision in the listing agreement--Section 601.01(B)
of the Manual permits a transfer agent to act in a dual capacity as
registrar.
2. The Corporation will not appoint a transfer agent, registrar or
fiscal agent of, nor a trustee under a mortgage or other instrument
relating to, any security of the Corporation listed on the Exchange
without prior notice to the Exchange, and the Corporation will not
appoint a registrar for its stock listed on the Exchange unless such
registrar, at the time of its appointment becoming effective, is
qualified with the Exchange as a registrar for securities listed on the
Exchange, nor will the Corporation select an officer or director of the
Corporation as a trustee under a mortgage or other instrument relating
to a security of the Corporation listed on the Exchange.
The Exchange proposes to delete this provision, because
the requirements with respect to the appointment of transfer agents and
registrars are set forth in Section 601.01 of the Manual and the
requirements with respect to trustees are set forth in Section 603.01--
603.04 of the Manual.
3. The Corporation will have on hand at all times a sufficient
supply of certificates to meet the demands for transfer. If at any time
the stock certificates of the Corporation do not recite the preferences
of all classes of its stock, it will furnish to its stockholders, upon
request and without charge, a printed copy of preferences of all
classes of such stock.
The Exchange proposes to delete the foregoing provision.
The Exchange believes that the requirement that a company must have
sufficient certificates available for transfer is anachronistic in
light of the fact that (i) all trading in securities through the
facilities of the Exchange is electronic, (ii) Section 501.00 of the
Manual requires all listed securities to be DRS eligible, and (iii)
some companies have moved to complete dematerialization. Section 501.01
of the Manual requires that a statement of the rights and preferences
of authorized classes or series of stock be readily available to
shareholders, so the second sentence of the above provision is
duplicative of that requirement.
4. The Corporation will publish immediately to the holders of any
of its securities listed on the Exchange any action taken by the
Corporation with respect to dividends or to the allotment of rights to
subscribe or to any rights or benefits pertaining to the ownership of
its securities listed on the Exchange; and will give prompt notice to
the Exchange of any such action; and will afford the holders of its
securities listed on the Exchange a proper period within which to
record their interests and to exercise their rights; and will issue all
such rights or benefits in form approved by the Exchange.
Section 202.05 of the Manual requires a listed company to
release quickly to the public any news or information which might
reasonably be expected to materially affect the market for its
securities. Section 202.06 of the Manual specifies that information
that should be published immediately via a press release or other
Regulation FD compliant method would include dividend announcements,
tender offers and stock splits. In addition, the material news events
listed in Section 202.06 are intended to be illustrative rather than a
complete list of instances where a news release is required. It is the
Exchange's position that any corporate action that represents a
material benefit to the company's shareholders should be publicized as
required by Section 202.06, including but not limited to the benefits
to shareholders specifically identified in Section 202.06. The Exchange
proposes to delete this requirement as the Exchange's requirements with
respect to dividends and other rights are set forth in Section 204.12
of the Manual.
5. The Corporation will solicit proxies for all meetings of
stockholders.
The Exchange proposes to delete this requirement as it is
duplicative of Section 402.04 of the Manual.
6. The Corporation will issue new certificates for securities
listed on the Exchange replacing lost ones forthwith upon notification
of loss and receipt of proper indemnity. In the event of the issuance
of any duplicate bond to replace a bond which has been alleged to be
lost, stolen or destroyed and the subsequent appearance of the original
bond in the hands of an innocent bondholder, either the original or the
duplicate bond will be taken up and cancelled and the Corporation will
deliver to such holder another bond theretofore issued and outstanding.
The Exchange proposes to delete this provision from the
listing agreement. The provision in the first sentence will be added as
an amendment to Section 501.01 of the Manual and the provision in the
second sentence will be added as an amendment to Section 501.02 of the
Manual.
7. The Corporation will pay when due any applicable Listing Fees
established from time to time by the Exchange.
The Exchange intends to retain this provision.
Amended Listing Agreement for Domestic Companies
The following are the requirements that would be set forth in the
proposed amended listing agreement for domestic companies:
1. The applicant certifies that it understands and agrees to comply
with all current and future rules, listing standards, procedures and
policies of the Exchange as they may be amended from time to time.
2. The applicant agrees to promptly notify the Exchange in writing
of any corporate action or other event which will cause the applicant
to cease to be in compliance with Exchange listing requirements.
3. The applicant understands that the Exchange may remove its
securities

[[Page 29174]]

from listing and trading on the Exchange, pursuant to applicable
procedures, if it fails to meet one or more requirements of Paragraphs
1-2.
4. The applicant understands that if an exception to any of the
provisions of any of the Exchange rules has been granted by the
Exchange, such exception shall, during the time it is in effect,
supersede any conflicting provision of the listing agreement.
5. The applicant agrees to list on the Exchange all subsequent
amounts of the securit(y/ies) to be listed which may be issued or
authorized for issuance.
6. The applicant agrees to furnish to the Exchange on demand such
information concerning the applicant as the Exchange may reasonably
request.
7. For purposes of publicity related to the applicant's listing on
the Exchange, the applicant authorizes the Exchange to use the
applicant's corporate logos, Web site address, trade names, and trade/
service marks in order to convey quotation information, transactional
reporting information and any other information related to the
applicant's listing on the Exchange.
8. The applicant indemnifies the Exchange and holds it harmless
from any third party rights and/or claims arising out of the Exchange's
or any of its affiliates use of the applicant's corporate logos, Web
site address, trade names, trade/service marks and/or the trading
symbol used by the applicant.
9. The applicant will maintain a transfer agent and a registrar, as
necessary, which satisfy the applicable requirements set forth in
Section 601.00 et seq. of the Manual.
10. The applicant agrees to pay, when due, all fees associated with
its listing of securities on the Exchange, in accordance with the
Exchange's rules.
11. The applicant agrees to file all required periodic financial
reports with the SEC, including annual reports and, where applicable,
quarterly or semi-annual reports, by the due dates established by the
SEC.
12. The applicant agrees to comply with all requirements under the
federal securities laws and applicable SEC rules.
13. Nothing contained in or inferred from the listing agreement
shall be construed as constituting the applicant's contract for the
continued listing of the applicant's securities on the Exchange. The
applicant understands that the Exchange may, consistent with applicable
laws and SEC rules, suspend its securities with or without prior notice
to the applicant, upon failure of the applicant to comply with any one
or more sections of the listing agreement, or when, in its sole
discretion, the Exchange shall determine that such suspension of
dealings is in the public interest or otherwise warranted.
III. Listing Agreement for Foreign Private Issuers
The following sets forth each of the requirements included in the
current form of listing agreement for foreign private issuers currently
set forth in Section 901.02 of the Manual and the Exchange's proposed
approach to each item upon adoption of its new form of listing
agreement for foreign private issuers, which in many cases refer to the
corresponding provision of the amended listing agreement for domestic
companies as described in Part II hereof. Also set forth are the
requirements that would be in the proposed amended listing agreement
for domestic companies.
Section I
1. The Corporation will promptly notify the Exchange of any change
in the general character or nature of its business.
See response for same provision in Section I.1 of the
listing agreement for domestic companies.
2. The Corporation will promptly notify the Exchange of any changes
of officers or directors.
See response for same provision in Section I.2 of the
listing agreement for domestic companies.
3. The Corporation will promptly notify the Exchange in the event
that it or any company controlled by it shall dispose of any property
or of any stock interest in any of its subsidiary or controlled
companies, if such disposal will materially affect the financial
position of the Corporation or the nature or extent of its operations.
See response for same provision in Section I.3 of the
listing agreement for domestic companies.
4. The Corporation will promptly notify the Exchange of any change
in, or removal of, collateral deposited under any mortgage or trust
indenture, under which securities of the Corporation listed on the
Exchange have been issued.
See response for same provision in Section I.4 of the
listing agreement for domestic companies.
5. The Corporation will:
a. File with the Exchange four copies (including translations) of
all material mailed by the Corporation to its stockholders with respect
to any amendment or proposed amendments to its Certificate of
Incorporation.
See response for same provision in Section I.5. a of the
listing agreement for domestic companies.
b. File with the Exchange a duly certified copy (including
translation) of any amendment to its Certificate of Incorporation, or
resolutions of Directors in the nature of an amendment, as soon as such
amendment or resolution shall have become effective.
See response for same provision in Section I.5.b of the
listing agreement for domestic companies.
c. File with the Exchange a duly certified copy (including
translation) of any amendment to its By-Laws as soon as such amendment
shall have become effective.
See response for same provision in Section I.5.c of the
listing agreement for domestic companies.
6. The Corporation will disclose in its annual report to
stockholders, for the year covered by the report, (a) the number of
shares of its stock issuable under outstanding options at the beginning
of the year; separate totals of changes in the number of shares of its
stock under option resulting from issuance, exercise, expiration or
cancellation of options; and the number of shares of its stock issuable
under outstanding options at the close of the year; (b) the number of
unoptioned shares of its stock available at the beginning and at the
close of the year for the granting of options under an option plan; and
(c) any changes in the exercise price of outstanding options, through
cancellation and reissuance or otherwise, except price changes
resulting from the normal operation of anti-dilution provisions of the
options.
The Exchange proposes to delete this section, as the SEC
previously approved the elimination of a similar provision in Section
703.09 of the Manual.
7. The Corporation will promptly notify the Exchange of all facts
relating to the purchase, direct or indirect, of any of its ----------
-- listed on the Exchange at a price in excess of the market price of
such security prevailing on the Exchange at the time of such purchase.
See response for same provision in Section I.8 of the
listing agreement for domestic companies. Consequently, the Exchange
purposes to delete the requirement that listed companies must inform it
about any share purchases at prices in excess of the market price on
the Exchange, as it believes that the regulatory concerns originally
underpinning this requirement are now more appropriately addressed
through its regulatory surveillance program, and SEC rules and
reporting requirements.
8. The Corporation will not select any of its securities listed on
the Exchange

[[Page 29175]]

for redemption otherwise than by lot or pro rata, and will not set a
redemption date earlier than fifteen days after the date corporate
action is taken to authorize the redemption.
See response for same provision in Section I.9 of the
listing agreement for domestic companies.
9. The Corporation will promptly notify the Exchange of any
corporate action which will result in the redemption or retirement, in
whole or in part, of any of its bonds listed on the Exchange, and will
notify the Exchange as soon as the Corporation has notice of any other
action which will result in any such redemption or retirement.
The Exchange proposes to delete this requirement as it is
duplicative of Section 204.22 of the Manual.
10. The Corporation will promptly notify the Exchange of action
taken to fix a stockholders' record date, or to close the transfer
books, for any purpose and will take such action at such time as will
permit giving the Exchange at least ten days' notice in advance of such
record date or closing of the books.
See response for same provision in Section I.11 of the
listing agreement for domestic companies.
11. In case the securities to be listed are in temporary form, the
Corporation agrees to order permanent engraved securities within thirty
days after the date of listing.
See response for same provision in Section I.12 of the
listing agreement for domestic companies.
12. The Corporation will furnish to the Exchange on demand such
information concerning the Corporation as the Exchange may reasonably
require.
See response for same provision in Section I.13 of the
listing agreement for domestic companies.
13. The Corporation will not make any changes in the form or nature
of any of its bonds listed on the Exchange, nor in the rights or
privileges of the holders thereof, without having given twenty days'
prior notice to the Exchange of the proposed change, and having made
application for the listing of the bonds as changed if the Exchange
shall so require.
The Exchange proposes to delete this requirement as it is
duplicative of Section 204.13 of the Manual.
14. The Corporation will promptly notify the Exchange of any
diminution in the supply of ------------ available for the market
occasioned by the deposit of such ------------ under voting trust
agreements or other deposit agreements, if knowledge of any such actual
or proposed deposits should come to the official attention of the
officers or directors of the Corporation.
The Exchange proposes to delete this provision as it is
duplicative of Section 204.09 of the Manual.
15. The Corporation will make application to the Exchange for the
listing of additional amounts of securities listed on the Exchange
sufficiently prior to the issuance thereof to permit action in due
course upon such application.
See response for same provision in Section I.17 of the
listing agreement for domestic companies.
Section II
1. The Corporation will publish at least once a year and submit to
the record holders of ---------- (hereinafter called the ``Holders''),
at least fifteen days in advance of the annual meeting of stockholders
and not later than three months after the close of the last preceding
fiscal year of the Corporation a balance sheet as of the end of such
fiscal year, and a surplus and income statement for such fiscal year of
the Corporation as a separate corporate entity and of each corporation
in which it holds directly or indirectly a majority of the equity
stock; or in lieu thereof, eliminating all inter-company transactions,
a consolidated balance sheet of the Corporation and its subsidiaries as
of the end of its last previous fiscal year, and a consolidated surplus
statement and a consolidated income statement of the Corporation and
its subsidiaries for such fiscal year. If any such consolidated
statement shall exclude corporations a majority of whose equity stock
is owned directly or indirectly by the Corporation: (a) The caption of,
or a note to, such statement will show the degree of consolidation; (b)
the consolidated income account will reflect, either in a footnote or
otherwise, the parent company's proportion of the sum of, or difference
between, current earnings or losses and the dividends of such
unconsolidated subsidiaries for the period of the report; and (c) the
consolidated balance sheet will reflect, either in a footnote or
otherwise, the extent to which the equity of the parent company in such
subsidiaries has been increased or diminished since the date of
acquisition as a result of profits, losses and distributions.
Appropriate reserves, in accordance with good accounting practice,
will be made against profits arising out of all transactions with
unconsolidated subsidiaries in either parent company statements or
consolidated statements.
Such statements will reflect the existence of any default in
interest, cumulative dividend requirements, sinking fund or redemption
fund requirements of the Corporation and of any controlled corporation,
whether consolidated or unconsolidated.
The Exchange proposes to delete this provision, as it is
duplicative of SEC rules requiring the annual filing of financial
statements as part of the company's annual report on Form 10-K, 20-F,
40-F or NCSR filed with the SEC. The Exchange also notes that Section
203.01 of the Manual requires listed companies that are required to
file with the SEC an annual report including audited financial
statements (i.e., an annual report on Form 10-K, 20-F, 40-F or NCSR) to
simultaneously make such annual report available on or through the
company's Web site and to undertake to provide, upon request, a hard
copy of its audited financial statements free of charge. The Exchange
also notes that Section 802.01E of the Manual requires the delisting of
any listed Company that fails to file its annual report within a
compliance period determined by the Exchange, but in no event longer
than 12 months from the original filing due date.
2. All financial statements contained in annual reports of the
Corporation to Holders will be audited by independent public
accountants qualified under the laws of ------------, and will be
accompanied by a copy of the certificate made by such firm with respect
to its audit of such statements showing the scope of such audit and the
qualifications, if any, with respect thereto.
The Corporation will promptly notify the Exchange if it changes its
independent public accountants regularly auditing the books and
accounts of the Corporation.
See response for same provision in Section I.1 of the
listing agreement for domestic companies.
3. All financial statements contained in annual reports of the
Corporation to Holders shall be in the same form as the corresponding
statements contained in the listing application in connection with
which this Listing Agreement is made, and shall disclose any
substantial items of unusual or non-recurrent nature.
The Exchange proposes to delete this requirement, as the
form of companies' annual financial statements is dictated by the SEC's
Form 20-F requirements rather than Exchange rules. The Exchange notes
that an identical provision was previously deleted from Section 203.01
of the Manual.
4. The Corporation will publish quarterly statements of earnings on
the basis of the same degree of consolidation as in the annual report
to Holders. Such statements will disclose

[[Page 29176]]

any substantial items of unusual or non-recurrent nature and will show
either net income before and after income taxes or net income and the
amount of income taxes.
The Exchange proposes to delete this provision as it is
inconsistent with Section 103.00 of the Manual, which permits foreign
private issuers to provide interim earnings reports on a basis
consistent with the company's home country laws and practice.
5. The Corporation will not make any substantial charges, nor will
it permit any subsidiary directly or indirectly controlled by it to
make any substantial charges, against capital surplus without notifying
the Exchange. If so requested by the Exchange, the Corporation will
submit such charges to stockholders for approval or ratification.
The Exchange proposes to delete this requirement as it is
duplicative of Section 204.05 of the Manual.
6. The Corporation will not make any substantial change, nor will
it permit any subsidiary directly or indirectly controlled by it to
make any substantial change, in accounting methods, in policies as to
depreciation and depletion or in bases of valuation of inventories or
other assets, without notifying the Exchange and disclosing the effect
of any such change in its next succeeding interim and annual report to
its Holders.
The Exchange proposes to delete this requirement, as
foreign private issuers are required by SEC rules to disclose in their
annual reports on Form 20-F any changes in accounting methods and their
effect on the company's financial statements.
Section III
1. The Corporation will ensure that ------------ (hereinafter
called the ``Depositary''), as Depositary under the Deposit Agreement,
dated as of ------------ (hereinafter called the ``Deposit
Agreement''), and any succeeding or additional depositary, will have on
hand at all times a sufficient supply of ------------ to meet the
demands for transfer. If at any time the Corporation issues securities
which do not recite the preferences of all classes of its stock, the
Corporation will furnish the Depositary with the information necessary
to furnish Holders, upon request and without charge, a printed copy of
preferences of all classes of such stock.
See response for related provision in Section III.3 of the
listing agreement for domestic companies.
2. The Corporation will immediately publish to its stockholders and
enable the Depositary to publish to Holders any action taken by the
Corporation with respect to dividends or to the allotment of rights to
subscribe or to any rights or benefits pertaining to the ownership of
its ------------ listed on the Exchange; and will give prompt notice to
the Exchange of any such action; and will afford its stockholders a
proper period within which to record their interests and to exercise
their rights. The Corporation will also take such steps as may be
necessary to enable the Depositary, in accordance with the terms of the
Deposit Agreement, to (a) make all such rights or benefits available to
Holders; (b) provide Holders a proper period within which to record
their interests and to exercise their rights; and (c) issue all such
rights or benefits in form approved by the Exchange.
Section 202.05 of the Manual requires a listed company to
release quickly to the public any news or information which might
reasonably be expected to materially affect the market for its
securities. Section 202.06 specifies that, while foreign private
issuers are not required to comply with Regulation FD, foreign private
issuers must comply with the timely alert policy set forth in Section
202.05 and may do so by any method (or combination of methods) that
would constitute compliance with Regulation FD for a U.S. issuer.
Section 202.06 of the Manual specifies that information that should be
published immediately would include dividend announcements, tender
offers and stock splits. In addition, the material news events listed
in Section 202.06 are intended to be illustrative rather than a
complete list of instances where a news release is required. It is the
Exchange's position that any corporate action that represents a
material benefit to the company's shareholders should be publicized as
required by Section 202.06. The Exchange proposes to delete this
requirement as the Exchange's requirements with respect to dividends
and other rights are set forth in Section 204.12 of the Manual.
3. The Corporation will solicit proxies for all meetings of
stockholders.
See response for same provision in Section III.5 of the
listing agreement for domestic companies.
4. In the event that a successor Depositary or an additional
Depositary is named, the Corporation agrees that it will not appoint
any person as such successor Depositary or additional Depositary unless
such person shall have entered into a listing agreement with the
Exchange in a form substantially similar to the agreement relating to
------------ between ------------. and the Exchange. The Corporation
will not appoint a transfer agent, registrar or depositary of, nor a
trustee under a mortgage or other instrument relating to any security
listed on the Exchange without prior notice to the Exchange, and the
Corporation will not appoint a registrar for the ------------ listed on
the Exchange unless such registrar, at the time of its appointment
becoming effective, is qualified with the Exchange as a registrar for
securities listed on the Exchange; nor will the Corporation select an
officer or director of the Corporation as a trustee under a mortgage or
other instrument relating to a security of the Corporation listed on
the Exchange.
The Exchange proposes to retain this provision insofar as
it relates to the requirement that any successor or additional
depositary must enter into an agreement with the Exchange. The Exchange
proposes to delete the rest of this provision, because the requirements
with respect to the appointment of transfer agents and registrars are
set forth in Section 601.01 of the Manual and the requirements with
respect to trustees are set forth in Section 603.01-603.04 of the
Manual.
Amended Listing Agreement for Foreign Private Issuers
The following are the requirements that would be set forth in the
proposed amended listing agreement for foreign private issuers:
1. The applicant certifies that it understands and agrees to comply
with all current and future rules, listing standards, procedures and
policies of the Exchange as they may be amended from time to time.
2. The applicant agrees to promptly notify the Exchange in writing
of any corporate action or other event which will cause the applicant
to cease to be in compliance with Exchange listing requirements.
3. The applicant understands that the Exchange may remove its
securities from listing and trading on the Exchange, pursuant to
applicable procedures, if it fails to meet one or more requirements of
Paragraphs 1-2.
4. The applicant understands that if an exception to any of the
provisions of any of the Exchange rules has been granted by the
Exchange, such exception shall, during the time it is in effect,
supersede any conflicting provision of the listing agreement.
5. The applicant agrees to list on the Exchange all subsequent
amounts of the securit(y/ies) to be listed which may be issued or
authorized for issuance.
6. The applicant agrees to furnish to the Exchange on demand such

[[Page 29177]]

information concerning the applicant as the Exchange may reasonably
request.
7. For purposes of publicity related to the applicant's listing on
the Exchange, the applicant authorizes the Exchange to use the
applicant's corporate logos, Web site address, trade names, and trade/
service marks in order to convey quotation information, transactional
reporting information and any other information related to the
applicant's listing on the Exchange.
8. The applicant indemnifies the Exchange and holds it harmless
from any third-party rights and/or claims arising out of the Exchange's
or any of its affiliates' use of the applicant's corporate logos, Web
site address, trade names, trade/service marks and/or the trading
symbol used by the applicant.
9. The applicant will maintain a transfer agent and a registrar, as
necessary, which satisfy the applicable requirements set forth in
Section 601.00 et seq. of the Manual.
10. The applicant agrees to pay, when due, all fees associated with
its listing of securities on the Exchange, in accordance with the
Exchange's rules.
11. The applicant agrees to file all required periodic financial
reports with the SEC, including annual reports and, where applicable,
quarterly or semi-annual reports by the due dates established by the
SEC.
12. The applicant agrees to comply with all requirements under the
federal securities laws and applicable SEC rules.
13. The applicant agrees to solicit proxies from U.S. holders for
all meetings of stockholders.
14. Nothing contained in or inferred from the listing agreement
shall be construed as constituting the applicant's contract for the
continued listing of the applicant's securities on the Exchange. The
applicant understands that the Exchange may, consistent with applicable
laws and SEC rules, suspend its securities with or without prior notice
to the applicant, upon failure of the applicant to comply with any one
or more sections of the listing agreement, or when, in its sole
discretion, the Exchange shall determine that such suspension of
dealings is in the public interest or otherwise warranted.
15. In the event that a successor Depositary or an additional
Depositary is named, the Corporation agrees that it will not appoint
any person as such successor Depositary or additional Depositary unless
such person shall have entered into a listing agreement with the
Exchange in a form substantially similar to the agreement relating to
------------ between ------------ and the Exchange.
IV. Listing Application
As noted in Part I, above, the Exchange proposes to delete from the
Manual the form of original listing application contained in Section
903.01 thereof (the ``Current Application''). The revised form of
original listing application, included in Exhibit 3 hereto (the
``Revised Application''), will be provided on the Exchange's Web site.
The following sets forth the information requirements included in the
Current Application \15\ and states whether each requirement will be
included in the Revised Application. Where a requirement is proposed to
be deleted, an explanation is provided.
---------------------------------------------------------------------------

\15\ Instructions included in the Current Application have been
omitted.
---------------------------------------------------------------------------

In most cases, the Exchange proposes to delete the information
requirements of the Current Application, as such information is
available in the applicant's filings with the SEC made pursuant to the
Exchange Act or the Securities Act of 1933 (the ``Securities
Act'').\16\ The Current Application has been in use for many years, and
during that time disclosure requirements for Exchange Act and
Securities Act filings have dramatically increased, significantly
reducing the benefit of many of the information requirements included
in the Current Application and rendering many of them redundant. Where
information required by the Current Application is not specifically
required by parallel disclosure requirements under the securities laws,
the Exchange has reviewed the totality of the information required and
assessed whether the information required by the Current Application
provides any substantial assistance in determining the issuer's
suitability for listing.
---------------------------------------------------------------------------

\16\ 15 U.S.C. 77a. When listing a company in connection with
its initial public offering or other securities offering, the
Exchange relies on the company's Securities Act prospectus that
registered the transaction. Generally, the forms used are Form S-1
(for a domestic issuer), Form F-1 (for a foreign private issuer),
Form S-11 (for a real estate investment trust or ``REIT'') and Form
N-2 (for closed-end funds). When listing a company transferring from
another exchange or whose common stock was previously publicly
traded on the over-the-counter market, the Exchange typically relies
on the company's annual report filed with the SEC on Form 10-K (in
the case of a domestic issuer) or Form 20-F (in the case of a
foreign private issuer). When listing a company in connection with a
spin-off, the Exchange typically relies on the company's Form 10,
and, when listing a company in connection with a merger transaction,
the Exchange typically relies on a Form S-4. For purposes of this
rule filing, the Exchange focused on the requirements of Regulation
S-K and Form 20-F. However, the Exchange reviewed the totality of
the information required in all of the aforementioned forms in its
assessment whether disclosure is adequate and a particular
requirement can be deleted from the Current Application.
---------------------------------------------------------------------------

The provisions of the Current Application are in italics [sic]
below. For ease of reference, the provisions have been numbered.
1. Description of Transaction--
State that the listing application is the company's original
application for the listing of its securities on the Exchange.
The Revised Application states that it is the original
listing application and requires an attestation by an authorized
executive officer.
2. Shares Applied for but Not Yet Issued--
The transactions for which share reserves are needed should be
described in sufficient detail to set forth the essential facts.
The Exchange proposes to delete this requirement as it is
duplicative of Items 201(a)(2), 201(d) and 202(c) of Regulation S-K and
Item 10(A) of Form 20-F. In addition, the Revised Application requires
that the applicant specify the number, date of authorization, and
purpose of shares unissued but authorized for issuance.
3. Authority for Issuance--
Give the dates directors approved the purpose for and issuance of
any unissued securities covered by the application. If shareholder
approval has been, or will be given, give that date also.
The Revised Application requires that the applicant
specify the number, date of authorization, and purpose of shares
unissued but authorized for issuance. In addition, applicants are
required to provide copies of board and shareholder resolutions
authorizing issuance with respect to any unissued securities for which
a listing application is made, where applicable.
4. History and Business--
State where and when the company was organized, its form of
organization, and the duration of its charter. Give in succinct form
the history of its development and growth in the particular line of
business now conducted. If organized as the result of merger,
consolidation, or reorganization, trace the history of the predecessor
companies. If organized through reorganization, describe briefly the
circumstances leading to, and the effect of, the reorganization.
Describe briefly the present business of the company and its
subsidiaries or controlled companies, including principal products
manufactured or services performed, principal markets for products and
raw materials, operations conducted, merchandising or product-
distribution methods, and, in general, furnish such information as will
serve to indicate clearly the growth and development of the particular

[[Page 29178]]

industry in which the company is engaged and the growth and development
of the company and the relative ranking it occupies in its field.
If a material part of the business is dependent upon patents,
proprietary formulae, or secret processes, so state. Give date of
expiration of principal patents or proprietary interests in principal
formulae.
The Exchange proposes to delete this requirement as it is
duplicative of Items 101(a), 101(c) and 101(h) of Regulation S-K and
Item 4 of Form 20-F,\17\ with the exception of the duration of the
charter, which is required to be filed with the SEC pursuant to Item
601(b)(3)(i) of Regulation S-K.
---------------------------------------------------------------------------

\17\ Item 4 of Form 20-F requires information on the company on
a consolidated basis.
---------------------------------------------------------------------------

5. Public Utilities--
In the case of public utilities, the description of the business
should include the various services rendered by the system, the
proportionate gross revenue derived from each service, and the
territory and population served by each service.
Indicate the number of customers, or meters in service, classifying
them into categories such as residential, industrial or commercial,
municipalities, etc.
State the aggregate number of kilowatt-hours of electricity, or
cubic feet of gas, sold annually for the past five years, and the
aggregate revenue derived from each service annually during that
period, for each customer classification.
State average and peak loads and installed capacity, indicating
whether the figures given represent rated capacity or actual capacity.
Describe, in general terms, interconnection facilities and
arrangements for purchases or sales of electricity and gas.
The Exchange proposes to delete this requirement as it is
duplicative of the general disclosure requirements of Items 101 and 303
of Regulation S-K and Item 4 of Form 20-F. While those provisions do
not have specific disclosure requirements for electric and gas
utilities, the Exchange notes that in 1996, as part of its regulatory
simplification effort, the SEC eliminated Industry Guide 1, which had
set forth specific disclosure requirements for electric and gas
utilities, on the basis that ``the information requested by the Guide
also is within the coverage of other rules of the SEC, including Items
101 and 303 of Regulation S-K.'' \18\
---------------------------------------------------------------------------

\18\ Securities Act Release No. 33-7300 (May 31, 1996), 61 FR
30397 (June 14, 1996).
---------------------------------------------------------------------------

6. Property Description--
Describe briefly the physical properties of the company and its
subsidiaries or controlled companies, stating location, type of
construction and area of plants and buildings, functions thereof,
condition of equipment, acreage, transportation facilities, etc. State
whether properties are owned or leased. Indicate normal capacity of
plants in terms of units of production where possible.
The Exchange proposes to delete this requirement as it is
duplicative of Item 102 of Regulation S-K and Item 4(D) of Form 20-F,
with the exception that such provisions do not specifically require
disclosure of some details listed in the Current Application, namely
the type of construction and area of plants and buildings and functions
thereof, condition of equipment, acreage, and transportation
facilities. However, Instruction 1 to Item 102 of Regulation S-K
requires inclusion of such information as reasonably will inform
investors as to the suitability, adequacy, productive capacity and
extent of utilization of the facilities by the company.\19\
---------------------------------------------------------------------------

\19\ In addition, such information would be required to be
disclosed pursuant to Securities Act Rule 408 (17 CFR 230.408) or
Exchange Act Rule 12b-20 (17 CFR 240.12b-20), as applicable, if it
were material information necessary to make the required statements,
in the light of the circumstances under which they were made, not
misleading.
---------------------------------------------------------------------------

Affiliated Companies--
a. Give a list of all subsidiary or controlled companies, including
all companies in which the company owns or controls directly or
indirectly 50% or more of the voting power. Indicate, as to each such
company, the amount of each class of capital stock outstanding and show
the amount of each class owned, directly or indirectly, by the parent
company. State briefly the proportionate revenue/earnings each such
company has in the business.
The Exchange proposes to delete this requirement as it is
duplicative of Item 601(b)(21) of Regulation S-K and Item 4(C) of Form
20-F, with the exception that such provisions do not require disclosure
of (i) subsidiaries that are not significant (or, in the case of Item
601(b)(21) of Regulation S-K, that are not in the aggregate
significant) or (ii) the amount of each class of capital stock
outstanding for each company or the proportionate revenue/earnings that
each subsidiary has in the business. The Exchange believes that the
disclosures required under the federal securities laws are adequate for
purposes of determining an issuer's suitability for listing, because,
unless such details were required to be disclosed under Securities Act
Rule 408 or Exchange Act Rule 12b-20, as applicable, they would not be
material to the Exchange's determination. The disclosure regarding an
applicant's business segments (as defined by applicable accounting
standards) is more meaningful in such analysis, which is consistent
with current disclosure requirements under the federal securities
laws.\20\
---------------------------------------------------------------------------

\20\ Item 101(b) and 101(c) of Regulation S-K and Item 5 of Form
20-F require disclosure based on segments. See also Financial
Accounting Standards Board (``FASB'') Accounting Standards
Codification (``ASC'') 280-10.
---------------------------------------------------------------------------

b. If the company has a substantial, but less than controlling,
interest in any company or organization, such interests should be
similarly described.
Item 601(b)(21) of Regulation S-K and Item 4(C) of Form
20-F require disclosure regarding subsidiaries as defined by Securities
Act Rule 405 \21\ and Exchange Act Rule 12b-2,\22\ which define a
subsidiary ``of a specified person'' as ``an affiliate controlled by
such person directly, or indirectly through one or more
intermediaries.'' As such definition is substantially broader than the
Current Application's control threshold of 50% or more of voting power,
Item 601(b)(21) of Regulation S-K and Item 4(C) of Form 20-F include
both subsidiaries that meet the 50% threshold requirement and the
``substantial, but less than controlling'' additional requirement.
---------------------------------------------------------------------------

\21\ 17 CFR 230.405.
\22\ 17 CFR 240.12b-2.
---------------------------------------------------------------------------

c. Indicate, to the extent that the information is available, the
name of any company, individual, or other entity which owns directly or
indirectly, 10% or more of any class of voting stock of the company,
and the extent of such ownership.
The Exchange proposes to delete this requirement as it is
duplicative of Item 403 of Regulation S-K and Item 7(A) of Form 20-F.
d. If control of the company is held by any other company through
lease or contract, describe the circumstances of such control.
The Exchange proposes to delete this requirement as it is
duplicative of the general disclosure requirements of Item 101 of
Regulation S-K and Items 4 and 10(C) of Form 20-F, in that if the
applicant is held by another company through lease or contract, such
information would be material and therefore subject to disclosure.
Further, to the extent that the control of the company is held through
written contract, such contract would be material and therefore subject
to filing under Items 601(b)(2) or 601(b)(10) of Regulation S-K.
7. Management--

[[Page 29179]]

Give the names and titles of all directors and officers, stating
other principal business affiliations they may have. Give a brief
biographical outline for each of the principal officers of the company.
If directors are elected by classes, so indicate.
The Exchange proposes to delete this requirement as it is
duplicative of Item 401 of Regulation S-K and Items 6(A) and 6(C) of
Form 20-F.
8. Capitalization--
Give a summary statement of changes in authorized stock
capitalization of the company since organization, with reference to
dates of corporate actions effecting such changes. This data may be
given in narrative form if desired, but if changes have been numerous,
a tabulated statement is preferable.
Give in tabular form a statement as to substantial changes in the
outstanding amounts of stock of the company over the period of the past
five years, showing dates on which authorized for issuance, purpose of
issuance and consideration received. The statement should show shares
reacquired by the company or its subsidiary or controlled companies.
The Exchange proposes to delete this requirement as it is
duplicative of (i) Item 701 of Regulation S-K, with respect to
securities sold by the applicant within the past three years which were
not registered under the Securities Act, and (ii) the relevant
registration statement, with respect to securities that were
registered. This requirement is also duplicative of Item 10(A) of Form
20-F with respect to changes in the outstanding amounts of stock of the
company within the past three years. In addition, Item 3(B) of Form 20-
F requires inclusion of a capitalization table, and many other
registrants voluntarily include a capitalization table in their
registration statements. In the absence of a capitalization table,
information is available in the financial statements.\23\
---------------------------------------------------------------------------

\23\ See Securities Act Release No. 33-6331 (August 5, 1981)
(``[a]n item requiring a table of capital structure has not been
included in . . . Regulation S-K. The commentators . . . generally
agreed with the Commission that a requirement for such a table is
unnecessary because information presented therein is readily
apparent from other sources such as the financial statement.'')
---------------------------------------------------------------------------

The Exchange notes that Item 701 of Regulation S-K requires
information for three years, as opposed to the longer periods required
by the Current Application. However, consistent with the disclosure
requirements under the federal securities laws, none of the Exchange's
initial listings are based on more than three years of historical
financial data. The Exchange also notes that Item 701 does not require
information on when stock was authorized for issuance or the purpose of
issuance. However, the Exchange finds that the totality of the
information provided under Item 701, which includes the date of sale,
persons or class of persons to whom the securities were sold, and the
exemption from registration claimed, is more than adequate for purposes
of determining whether an issuer's securities outstanding prior to
listing were issued in compliance with applicable law.
9. Funded Debt--
State the aggregate amount of funded debt of the company and
subsidiary or controlled companies, and give a list of the outstanding
issues and amounts, indicating amounts held by subsidiary or controlled
companies. If such list is extensive, it may be attached to the
application as an exhibit.
The Exchange proposes to delete this requirement as it is
duplicative of Item 303(a)(5) of Regulation S-K and Item 5(F) of Form
20-F, which require tabular disclosure on a consolidated basis of
contractual obligations, including long-term debt obligations, with the
exception that the tables are on a consolidated basis. The Exchange
finds the required information adequate since unless separate
disclosure for subsidiaries or controlled companies were required to be
disclosed under Securities Act Rule 408 or Exchange Act Rule 12b-20, as
applicable, it would not be material to its determination as to an
issuer's suitability for listing.
10. Stock Provisions--
a. If application is being made to list stock, give a summary of
the rights, preferences, privileges and priorities of the class of
stock for which application is made. Provide similar information on any
other class of stock which is senior or equal to the proposed issue.
The Exchange proposes to delete this requirement as it is
duplicative of Item 202 of Regulation S-K, with the exception that such
provisions do not require similar information on any class of stock
which is senior or equal to the proposed issue. However, they do
require disclosure regarding any other authorized class of securities
if the rights evidenced by the shares to be registered are, or may be,
materially limited or qualified by the rights of any such other
authorized class of securities. This requirement is also duplicative of
Item 10(B)(3) of Form 20-F, which requires a description of the rights,
preferences and restrictions attaching to each class of shares. In
addition, the Revised Application requires a complete description of
any existing class of common stock or equity security entitling the
holder(s) to differential voting rights, dividend payments, or other
preferences. The Exchange believes that the disclosure required under
Item 202 of Regulation S-K, Item 10(B)(3) of Form 20-F and the Revised
Application is more informative than the request for information in the
Current Application, and therefore adequate for purposes of determining
whether an issuer's equity securities are suitable for listing.
b. If application is being made to list one or more senior classes
of stock, recite verbatim the charter provisions attaching thereto, and
to each class on a parity therewith or senior thereto, in an exhibit
appended to the application in addition to the summarized statement
included in the application.
c. Give a summary statement of any provisions of any indentures or
agreements restricting payment of dividends or affecting voting rights
of the class of stock applied for.
State whether or not shareholders of any class have preemptive
rights to subscribe to additional issues, whether by charter provision
or statute.
The Exchange proposes to delete this requirement as it is
duplicative of Items 202, 601(b)(3)(i) and 601(b)(4) of Regulation S-K
and Item 10(B)(3) of Form 20-F, with the exception that such provisions
do not require that the charter provisions of senior stock be recited
verbatim. However, they do require a summary of the relevant
provisions, and Items 601(b)(3)(i) and 601(b)(4) of Regulation S-K
require companies to file their charter and any instruments defining
the rights of security holders, including indentures. In addition, the
Revised Application requires a complete description of any existing
class of common stock or equity security entitling the holder(s)
thereof to differential voting rights, dividend payments, or other
preferences. The Exchange believes that the disclosure required under
Items 202, 601(b)(3)(i) and 601(b)(4) of Regulation S-K, Item 10(B)(3)
of Form 20-F and the Revised Application are adequate for purposes of
determining whether a class of equity securities is suitable for
listing.
11. Employees-Labor Relations--
a. State total number regularly employed and, if subject to
seasonal fluctuation, the maximum and minimum numbers employed during
the preceding twelve months.
The Exchange proposes to delete this requirement as it is
duplicative of Item 101(c)(1) of Regulation S-K and Item 6(D) of Form
20-F, with the exception that such provisions do not require disclosure
of maximum and minimum numbers employed. However,

[[Page 29180]]

the Exchange finds the required information adequate since disclosure
of maximum and minimum numbers employed would not be material to the
Exchange's determination of whether an issuer was suitable for listing.
b. State dates and duration of material work stoppages due to labor
disagreements during the past three years, and the general terms of
settlement of such disagreements.
The Exchange proposes to delete this requirement as it is
duplicative of the general disclosure requirements in Item 101 of
Regulation S-K and of Item 6(D) of Form 20-F, with the exception that
such provisions do not specifically require disclosure regarding work
stoppages. However, Item 6(D) requires information regarding the
relationship between management and labor unions. The Exchange believes
that disclosures required under the federal securities laws are
sufficient because unless information regarding work stoppages was
required to be disclosed under Securities Act Rule 408 or Exchange Act
Rule 12b-20, as applicable, it would not be material to the Exchange's
determination of whether an issuer was suitable for listing.
c. Describe briefly any pension, retirement, bonus, profit
participation, stock purchase, insurance, hospitalization, or other
plans of benefit to employees which may be in effect.
The Exchange proposes to delete this requirement as it is
duplicative of the disclosure requirements in Items 402, 201(d) and
601(b)(10) of Regulation S-K and in Item 6(B) of Form 20-F. The
requirements in Item 402 of Regulation S-K and Item 6(B) of Form 20-F
are limited to plans of benefit that apply to certain directors and
officers. However, Item 201(d) of Regulation S-K requires tabular
disclosure of any securities authorized for issuance under equity
compensation plans to any persons employed by the company, not just
executive officers, and unless the plan was approved by shareholders, a
summary of the terms of the plan, and Item 601(b)(10) requires that any
compensatory plan, contract or arrangement adopted without the approval
of security holders must be filed with the SEC. The Exchange believes
that, taken as a whole, the disclosure and documentation provided under
these items is sufficient for purposes of determining whether an issuer
is suitable for listing.
12. Shareholder Relations--
Describe briefly the procedures followed by the company in the
field of shareholder relations, indicating, among other things, the
method by which shareholders are informed of either a declaration of
dividends or a failure to declare a dividend at an accustomed time;
whether interim statements of earnings are mailed to shareholders or
released to the press; how soon after the close of the period such
interim statements usually are available; whether the company advises
shareholders or otherwise gives periodic publicity to the progress of
the company or new developments in its affairs (otherwise than through
interim statements of earnings or annual reports and proxy statements).
The Exchange proposes to delete this requirement as the
requirements for declaring dividends, issuing interim statements of
earnings, and making periodic disclosure are set out in Sections
202.05, 203.02 and 204.12 of the Manual.
13. Dividend Record--
State the amount of dividends (per share and in aggregate) paid by
the company (or its predecessors) during each of the five preceding
years. Show stock dividends separately, indicating, in respect of each
stock dividend, the percentage amount, the number of shares issued in
payment, the amount per dividend share and the aggregate charged
against earnings or retained earnings, and the basis for calculating
the amount charged.
State the aggregate and per share amount of preferred dividend
arrearages.
Indicate whether dividends have been paid on a quarterly, semi-
annual or annual basis, and state how long dividends have been paid
without interruption.
State the record date, payment date and date of declaration with
respect to each dividend paid during the past two years.
Item 201(c) of Regulation S-K requires issuers to state
the frequency and amount of any cash dividends declared on each class
of its common equity by the registrant for the two most recent fiscal
years and any subsequent interim period for which financial statements
are required to be presented by Article 3 of Regulation S-X. After
listing, a company is subject to Sections 204.12 and 204.21 of the
Manual, which require companies to give the Exchange at least 10 days
advance notice of the setting of the record date for any dividend or
other distribution. The audited financial statements included in a
company's SEC filings would include information about accrued and
unpaid preferred stock dividends, as well as any stock dividends paid
during the period covered by the financial statements. The Exchange
believes that, taken as a whole, the disclosure provided under these
items is sufficient for purposes of determining whether an issuer is
suitable for listing.
14. Option, Warrants, Conversion Rights, Etc.--
a. State the terms and conditions of any options, purchase
warrants, conversion rights or any other commitments, whether of
definitive or contingent nature (including stock compensation or
remuneration plans), under which the company may be required to issue
any of its securities. If there are no such commitments, so state.
The Exchange proposes to delete this requirement as it is
duplicative of the disclosure requirements in Items 402, 201(a)(2)(i),
201(d), 202(c) and 601(b)(10) of Regulation S-K and of Item 10(A) of
Form 20-F. Disclosure under Item 402 of Regulation S-K is limited to
plans of benefit that apply to certain directors and officers. However,
Item 201(d) of Regulation S-K requires tabular disclosure of any
securities authorized for issuance under equity compensation plans to
any persons employed by the company, not just executive officers, and
unless the plan was approved by shareholders, a summary of the terms of
the plan. Additionally, Item 601(b)(10) requires that any compensatory
plan, contract or arrangement adopted without the approval of security
holders must be filed with the SEC. Items 201(a)(2)(i) and 202(c) of
Regulation S-K require disclosure of all outstanding options and
warrants, whether or not issued under a compensation plan, relating to
the class of securities being offered. The Exchange believes that,
taken as a whole, the disclosure and documentation provided under these
items is sufficient for purposes of determining whether an issuer is
suitable for listing.
b. In the case of options granted to directors, officers or
employees, and in the case of stock compensation or remuneration plans
relating to directors, officers or employees, indicate whether or not
the options or plans, or some measure or proposal implementing them,
were approved by shareholders, and if so approved, the date of
approval.
The Exchange proposes to delete this requirement as it is
duplicative of Items 201(d) and 601(b)(10) of Regulation S-K and Items
6(B) and 10(A)(7) of Form 20-F, with the exception that such provisions
do not require disclosure of the date of approval. The Exchange
believes that, taken as a whole, the disclosure provided under these
items is sufficient for purposes of determining whether an issuer is
suitable for listing.
15. Litigation--

[[Page 29181]]

Describe all pending litigation of a material nature in which the
company, or any of its subsidiaries or controlled companies, may be
involved which may affect its income from, title to, or possession of
any of its properties.
The Exchange proposes to delete this requirement as it is
duplicative of Item 103 of Regulation S-K and Item 8(A)(7) of Form 20-
F.
16. Business, Financial and Accounting Policies--
a. Independent Public Accountants--State the name of independent
public accountants; how long they have audited the company's accounts;
when and by whom they were appointed; whether or not they report
directly to the Board of Directors; whether they make a continuous or
periodic audit; extent of their authority to examine all records and
supporting evidence;
The Exchange proposes to delete this requirement as it is
duplicative of Rule 2-02 of Regulation S-X and Exchange Act Rule 10A,
with the exception that such provisions do not require disclosure of
the how long the public accountants have audited the company's
accounts, whether their audit is continuous or periodic, or the extent
of their authority. The Exchange believes that, taken as a whole, the
disclosure provided under these items is adequate for purposes of
determining the reliability of the audited financial statements relied
upon in determining the issuer's qualification for listing.

whether or not they are authorized or invited to attend shareholders'
meetings; whether they do attend such meetings; and, if they do attend,
whether or not they are authorized to answer questions raised by
shareholders.
The Exchange proposes to delete this requirement as it is
duplicative of Item 9 of Schedule 14A of the Commission's proxy rules.
b. Chief Executive Officer--State the name and title of the chief
executive officer.
The name and title of the issuer's chief executive officer
will continue to be a requirement in the Revised Application.
c. Chief Financial Officer--State the name and title of the
company's chief financial officer; to whom he reports and the extent of
his authority; whether or not he attends meetings of the Board of
Directors.
The Exchange proposes to delete this requirement as it is
duplicative of Item 401(b) of Regulation S-K and Item 6(A) of Form 20-
F, with the exception that such provisions do not require disclosure of
to whom the chief financial officer reports or whether he or she
attends meetings of the Board of Directors.
d. Commitments-- Indicate whether or not it is policy of the
company to make future commodity commitments to an extent which may
materially affect its financial position.
The Exchange proposes to delete this requirement as it is
duplicative of Item 305(b) of Regulation S-K and Item 11(a) of Form 20-
F, as well as the general disclosure requirement of Item 503(c) of
Regulation S-K.
e. Indicate whether or not, in the normal course of business, it is
necessary to expand working capital through short term loans (or
otherwise) to a material extent.
The Exchange proposes to delete this requirement as it is
duplicative of Item 303(a)(1) of Regulation S-K and Item 5(B) of Form
20-F. The information may also in some circumstances be required by
Item 101(c) of Regulation S-K.
f. Other Policies-- In cases where, because of the nature of the
industry or circumstances peculiar to the company, unique business,
financial or accounting policies are considered to be of material
effect in determination of the company's income or its financial
position, or in interpretation of its financial statements, describe
such other policies.
The Exchange proposes to delete this requirement as it is
duplicative of Items 101 and 303 of Regulation S-K, Items 4 and 5 of
Form 20-F and FASB ASC 235-10.\24\ While these provisions do not
specifically require disclosure of unique business or financial
policies that are considered to be of material effect in determining an
applicant's income or financial position, the Exchange finds the
required information adequate because, unless such policies were
required to be disclosed under Securities Act Rule 408 or Exchange Act
Rule 12b-20, as applicable, they would not be meaningful in the
Exchange's analysis of whether a proposed issuance complies with the
Exchange's listing requirements.
---------------------------------------------------------------------------

\24\ See FASB ASC 235-10-50-3 (requiring that the financial
statements ``identify and describe the accounting principles
followed by the entity and the methods of applying those principles
that materially affect the determination of financial position, cash
flows, or results of operations.'') See also Securities Act Release
No. 33-8350 (December 29, 2003) (``[w]hen preparing disclosure under
the current requirements [of Item 303], companies should consider
whether they have made accounting estimates or assumptions where:
the nature of the estimates or assumptions is material due to the
levels of subjectivity and judgment necessary to account for highly
uncertain matters or the susceptibility of such matters to change;
and the impact of the estimates and assumptions on financial
condition or operating performance is material. If so, companies
should provide disclosure about those critical accounting estimates
or assumptions in their MD&A.'')
---------------------------------------------------------------------------

17. Financial Statements--
Include in the listing application the following financial
statements
A summary statement of earnings, prepared in conformity with
generally accepted accounting principles, for the last five fiscal
years.
The Exchange proposes to delete this requirement as it is
duplicative of Item 301 of Regulation S-K and Item 3(A) of Form 20-F.
Consolidated financial statements, prepared in conformity with
generally accepted accounting principles, together with the report of
the company's independent public accountants.
The Exchange proposes to delete this requirement as it is
duplicative of Article 3 and Rule 2-02 of Regulation S-X and Item 8(A)
of Form 20-F.
Latest available interim financial statements for the current
fiscal year, prepared in conformity with generally accepted accounting
principles. The interim statements shall include a report thereon by
the company's chief financial officer if such statements have not been
audited.
The Exchange proposes to delete this requirement as it is
duplicative of Article 3 and Rules 2-02 and 10-01 of Regulation S-X and
Item 8(A)(5) of Form 20-F, with the exception that such provisions do
not require that the company's chief financial officer provide a report
on the interim financial statements. However, the signature of the
principal financial officer is required by Forms S-1 and F-1 and also
by Form 10-Q, the form on which U.S. companies that are Exchange Act
registrants report their quarterly financial information.
Pro forma or ``giving effect'' consolidated financial statements in
cases where there has been, or is contemplated, any major financing,
recapitalization, acquisition or reorganization.
The Exchange proposes to delete this requirement as it is
duplicative of Article 11 of Regulation S-X.
Parent Company Statements--Statements of the parent company as a
separate corporate entity may also be required if such statements
appear essential or desirable. In general, parent company statements
are not required in cases where the subsidiaries are wholly owned and
do not have any substantial amount of funded debt outstanding.
The Exchange proposes to delete this requirement as it is
duplicative of Rules 5-04(c) and 12-04 of Regulation S-X.

[[Page 29182]]

V. Form of Transfer Agent Agreements
As noted in Part I, above, the Exchange proposes to delete from the
Manual the forms of transfer agent and registrar agreements currently
set forth in Sections 906.01, 906.02 and 906.03 of the Manual. In both
of its revised listing agreements, the Exchange has included an
explicit agreement by the applicant issuer to abide by the transfer
agent and registrar requirements set forth in Section 601.00 of the
Manual et seq. The following sets forth the requirements currently
included in the forms of transfer agent and registrar agreements and
states where each requirement can be found in Section 601.00 of the
Manual et seq.
Transfer Agent Registrar Agreement--Type A
1. That its capital, surplus (both capital and earned) and
undivided profits now aggregate more than $10,000,000, and so long as
it acts as a transfer agent or registrar, or both, for a single
security issue or security issues listed on the NYSE, it will continue
to have capital, surplus and undivided profits aggregating more than
$10,000,000.
The Exchange proposes to delete this requirement as it is
duplicative of Section 601.01(A)(1) of the Manual.
2. That it will comply with the rules and requirements of the NYSE,
as the same may from time to time be amended, in regard to the transfer
and registration of security issues listed on the NYSE.
The Exchange proposes to delete this requirement as it is
duplicative of Section 601.01(A)(5) of the Manual.
3. That it will notify the Exchange, 10 days after the close of
each calendar quarter, of the number of shares outstanding for each
security listed on the Exchange.
The Exchange proposes to delete this requirement as it is
duplicative of Section 601.00(B) of the Manual.
4. That before ceasing to act as transfer agent or registrar, or
both, for any security issue or issues listed on the NYSE it will give
to the NYSE written notice of its intention to cease to act at least
five (5) business days before the date after which it will no longer
act as transfer agent or registrar, or both, provided, however, that no
such notice shall be required if (1) a transfer agent or registrar, or
both, approved by the NYSE, is to be substituted for the Agent or (2)
the Agent is prevented by law or by contract from continuing to act as
transfer agent or registrar, or both, for the length of time necessary
to give such notice.
The Exchange proposes to delete this requirement as it is
duplicative of Section 601.02 of the Manual.
5. That the Agent's offices maintained for the purpose of transfer
activities will be staffed by experienced personnel qualified to handle
so-called ``legal terms'' and to advise on and handle other transfer
problems.
The Exchange proposes to delete this requirement as it is
duplicative of Section 601.01(A)(6) of the Manual.
6. That it will provide adequate facilities for the safekeeping of
securities in its possession or under its control with respect to which
it acts as transfer agent or registrar or both.
The Exchange proposes to delete this requirement as it is
duplicative of Section 601.01(A)(7) of the Manual.
7. That all securities sent to a transfer agent (i) by mail or a
commercial delivery service in each case on a same day or next day
delivery basis, (ii) by a clearing agency registered with the
Securities and Exchange Commission under Section 17A of the Exchange
Act (a ``Clearing Agency''), (iii) clearly marked as a record date
transfer, and (iv) deposited into the mail or with the commercial
delivery service no later than the record date must, if the Clearing
Agency so directs in writing in the letter of transmittal, be recorded
by the transfer agent as having been received as of the record date so
as to establish the transferee's rights as of that date. For purposes
of this policy the term ``record date'' shall include any date as of
which the rights of a shareholder are established.
The Exchange proposes to delete this requirement as it is
duplicative of Section 601.01(A)(3) of the Manual.
8. That in the case of routine transfers, the Agent agrees that any
NYSE listed security received by the Agent for transfer, will be
transferred, registered and mailed to the transferee of such security,
within 48 hours (Saturdays, Sundays and holidays excluded) from the
time of receipt of the securities by the transfer agent at its address
designated for registration of transfers.
The Exchange proposes to delete this requirement as it is
duplicative of Section 601.01(A)(2) of the Manual.
9. That it will maintain facilities to expedite transfers, where
requested, of NYSE listed security issues for which the Agent acts.
The Exchange proposes to delete this requirement as it is
duplicative of Section 601.01(A)(8) of the Manual.
10. That it will be totally responsible and liable for all
securities for which it acts as Agent from the time the securities are
delivered to or picked up by it, or by its designated Agent until such
securities are picked up by or delivered to the recipient pursuant to
instructions given to the Agent by the recipient.
The Exchange proposes to delete this requirement as it is
duplicative of Section 601.01(A)(4) of the Manual.
11. That in connection with any loss of any security for which the
Agent acts while such security is in the custody of the Agent or
arising in connection with any receipt, delivery or transportation of
any such security by or for the Agent, or any armored car service used
by the Agent, the Agent agrees that it will at all times maintain
insurance covering any such loss; that such insurance shall be in the
amount of not less than $25 million with respect to each such loss; and
that such insurance shall be payable prior to any other insurance
covering any such loss that may be maintained by and available to the
NYSE.
The Exchange proposes to delete this requirement as it is
duplicative of Section 601.01(A)(1) of the Manual.
12. That when acting both as transfer agent and registrar for a
single security issue, the Agent will assure that these functions are
maintained separate and distinct with appropriate internal accounting
controls, subject to an annual review by the Agent's independent
auditors. Such auditors will provide a report on an annual basis to the
Agent's Board of Directors with a copy to the NYSE setting forth the
results of their review. The independent auditor's review shall include
such tests of the transfer and registration systems and controls
including the period since the prior examination date as considered
necessary in the circumstances to establish that the control system is
basically adequate and that no material weakness in the internal
control exists. If applicable the auditor's report will comment upon
any material weaknesses found to exist and shall indicate any
corrective action taken or proposed.
The Exchange proposes to delete this requirement as it is
duplicative of Section 601.01(B) of the Manual.
13. That if the auditor's report, as outlined in Section 12 above,
specifies any material weaknesses, the Agent hereby agrees to take
immediate corrective action. When such corrective steps have been
completed, the auditor will provide a subsequent letter indicating that
the material weaknesses have been corrected.
The Exchange proposes to delete this requirement as it is
duplicative of Section 601.01(B) of the Manual.
14. That approval of an Agent to act pursuant to this agreement
will not be granted until such time as an

[[Page 29183]]

independent auditor has submitted a report covering the results of such
review to the Agent's Board of Directors and to the NYSE in a form
satisfactory to the NYSE.
The Exchange proposes to delete this requirement as it is
duplicative of Section 601.01(B) of the Manual.
15. That the NYSE may at any time determine that the Agent is no
longer a qualified transfer agent or registrar, or both, of a security
issue or issues listed on the NYSE in the event the Agent fails to
comply with all or any part of the provisions of this Agreement.
The Exchange proposes to delete this requirement as it is
duplicative of Section 601.01(A)(9) of the Manual.
16. The Agent hereby appoints ------------ as its agent for service
of process in connection with matters arising out of or by reason of
Agent's acting as transfer agent or registrar or both, for NYSE listed
security issues. This appointment shall be limited to process served in
connection with the performance or failure to perform such services
including transportation and custody, shall not extend to matters
unrelated thereto or shall not be or be deemed to be a general
appointment as agent for service upon the Agent.
The Exchange proposes to delete this requirement as it is
duplicative of Section 601.01(A)(15) of the Manual.
17. For companies required to maintain eligibility for a security
in a direct registration system pursuant to Para. 501.00 of this
Manual: The Agent will at all times be eligible either for the direct
registration system operated by the Depository Trust Company or for
another direct registration system operated by a securities depository
that is registered as a clearing agency with the Securities and
Exchange Commission pursuant to Section 17A(b)(2) of the Exchange Act.
The Exchange proposes to delete this requirement as it is
duplicative of Section 601.01(A)(13) of the Manual.
Transfer Agent Registrar Agreement--Type B
1. That its capital, surplus (both capital and earned) and
undivided profits now aggregate more than $2,000,000 and so long as it
acts as a transfer agent or registrar for security issues listed on the
NYSE, it will continue to have capital, surplus and undivided profits
aggregating more than $2,000,000.
The Exchange proposes to delete this requirement as it is
duplicative of Section 601.01(D) of the Manual.
2. That it will comply with the rules and requirements of the NYSE,
as the same may from time to time be amended, in regard to the transfer
and registration of security issues listed on the NYSE.
The Exchange proposes to delete this requirement as it is
duplicative of Section 601.01(A)(5) of the Manual.
3. That it will notify the Exchange, 10 days after the close of
each calendar quarter, of the number of shares outstanding for each
security listed on the Exchange.
The Exchange proposes to delete this requirement as it is
duplicative of Section 601.00(B) of the Manual.
4. That before ceasing to act in either capacity for any security
issue or issues listed on the NYSE it will give to the NYSE written
notice of its intention to cease to act at least five (5) business days
before the date after which it will no longer act as transfer agent, or
registrar provided, however, that no such notice shall be required if
(1) a co-transfer agent or registrar approved by the NYSE, is to be
substituted for the Agent or (2) the Agent is prevented by law or by
contract from continuing to act as co-transfer agent or registrar for
the length of time necessary to give such notice.
The Exchange proposes to delete this requirement as it is
duplicative of Section 601.02 of the Manual.
5. That the Agent's offices maintained for the purpose of transfer
activities be staffed by experienced personnel qualified to handle so-
called ``legal items'' and to advise on and handle other transfer
problems.
The Exchange proposes to delete this requirement as it is
duplicative of Section 601.01(A)(6) of the Manual.
6. That it will provide adequate facilities for the safekeeping of
securities in its possession or under its control with respect to which
it acts as co-transfer agent or registrar.
The Exchange proposes to delete this requirement as it is
duplicative of Section 601.01(A)(7) of the Manual.
7. That, as co-transfer agent, it will be totally responsible and
liable for all securities for which it acts from the time the
securities are delivered to or picked up by it, or its designated
agent, until such securities are picked up by or delivered to the
recipient pursuant to instructions given to the Agent by the recipient.
The Exchange proposes to delete this requirement as it is
duplicative of Section 601.01(A)(4) of the Manual.
8. That all securities sent to a transfer agent (i) by mail or a
commercial delivery service in each case on a same day or next day
delivery basis, (ii) by a clearing agency registered with the
Securities and Exchange Commission under Section 17A of the Exchange
Act (a ``Clearing Agency''), (iii) clearly marked as a record date
transfer, and (iv) deposited into the mail or with the commercial
delivery service no later than the record date must, if the Clearing
Agency so directs in writing in the letter of transmittal, be recorded
by the transfer agent as having been received as of the record date so
as to establish the transferee's rights as of that date. For purposes
of this policy the term ``record date'' shall include any date as of
which the rights of a shareholder are established.
The Exchange proposes to delete this requirement as it is
duplicative of Section 601.01(A)(3) of the Manual.
9. That in the case of routine transfers, the Agent agrees that any
NYSE listed security delivered to or picked up by the Agent for
transfer, will be transferred, registered and available for pick up at
its office within 48 hours (Saturdays, Sundays and holidays excluded)
from the time of pick up by or delivery to the Agent.
The Exchange proposes to delete this requirement as it is
duplicative of Section 601.01(A)(2) of the Manual.
10. That it will maintain facilities to expedite transfers, where
requested, of NYSE listed security issues for which the Agent acts.
The Exchange proposes to delete this requirement as it is
duplicative of Section 601.01(A)(8) of the Manual.
11. That the NYSE may at any time determine that the Agent is no
longer a qualified transfer agent or registrar of security issues
listed on the NYSE in the event the Agent fails to comply with all or
any part of the provisions of this Agreement.
The Exchange proposes to delete this requirement as it is
duplicative of Section 601.01(A)(9) of the Manual.
Agreement for Corporate Issuers To Act as Transfer Agent and Registrar
1. That it presently meets the Exchange's applicable minimum
original or continued numerical standards for listing.
The Exchange's minimum original and continued numerical
standards for listing are set forth in Sections 102.00 and 802.01A of
the Manual. For initial public offerings, the Exchange verifies these
standards via an underwriter's representation letter. For transfers or
continued listing issues, the Exchange verifies these standards via
shareholder lists obtained from the Company, Broadridge Financial
Solutions or the company's public filings. Because the Exchange can
independently confirm the minimum original and continued numerical
standards for listing, the

[[Page 29184]]

Exchange proposes to delete this requirement.
2. That it will comply with the rules and requirements of the NYSE,
as the same may from time to time be amended, in regard to the transfer
and registration of security issues listed on the NYSE.
The Exchange proposes to delete this requirement as it is
duplicative of Section 601.01(A)(5) of the Manual.
3. That it will notify the NYSE 10 days after the close of each
calendar quarter of the number of shares outstanding for each security
listed on the Exchange for which it acts as transfer agent and
registrar.
The Exchange proposes to delete this requirement as it is
duplicative of Section 601.00(B) of the Manual.
4. That before ceasing to act as transfer agent and registrar, it
will give to the NYSE written notice of its intention to cease to act
at least five (5) business days before the date after which it will no
longer act as transfer agent and registrar, provided, however, that no
such notice shall be required if (1) a transfer agent and registrar
approved by the NYSE is to be substituted for the Agent or (2) the
Agent is prevented by law or by contract from continuing to act as
transfer agent and registrar for the length of time necessary to give
such notice.
The Exchange proposes to delete this requirement as it is
duplicative of Section 601.02 of the Manual.
5. That the Agent's offices maintained for the purpose of transfer
activities will be staffed by experienced personnel qualified to handle
so-called ``legal items'' and to advise on and handle other transfer
problems.
The Exchange proposes to delete this requirement as it is
duplicative of Section 601.01(A)(6) of the Manual.
6. That it will provide adequate facilities for the safekeeping of
securities in its possession or under its control with respect to which
it acts as transfer agent and registrar.
The Exchange proposes to delete this requirement as it is
duplicative of Section 601.01(A)(7) of the Manual.
7. That all securities sent to a transfer agent (i) by mail or a
commercial delivery service in each case on a same day or next day
delivery basis, (ii) by a clearing agency registered with the
Securities and Exchange Commission under Section 17A of the Exchange
Act (a ``Clearing Agency''), (iii) clearly marked as a record date
transfer, and (iv) deposited into the mail or with the commercial
delivery service no later than the record date must, if the Clearing
Agency so directs in writing in the letter of transmittal, be recorded
by the transfer agent as having been received as of the record date so
as to establish the transferee's rights as of that date. For purposes
of this policy the term ``record date'' shall include any date as of
which the rights of a shareholder are established.
The Exchange proposes to delete this requirement as it is
duplicative of Section 601.01(A)(3) of the Manual.
8. That in the case of routine transfers, the Agent agrees that its
NYSE listed securities received by the Agent for transfer, will be
transferred, registered and mailed to the transferee of such security
within 48 hours (Saturdays, Sundays and holidays excluded) from the
time of receipt of the securities by the transfer agent at its address
designated for registration of transfers.
The Exchange proposes to delete this requirement as it is
duplicative of Section 601.01(A)(2) of the Manual.
9. That it will maintain facilities to expedite transfers, where
requested, of its NYSE listed security issues.
The Exchange proposes to delete this requirement as it is
duplicative of Section 601.01(A)(8) of the Manual.
10. That it will be totally responsible and liable for all
securities for which it acts as Agent from the time the securities are
delivered to or picked up by it, or its designated agent, until such
securities are delivered to the recipient pursuant to instructions
given to the Agent by the recipient.
The Exchange proposes to delete this requirement as it is
duplicative of Section 601.01(A)(4) of the Manual.
11. That it will file an agreement with the Exchange indemnifying
purchasers of its NYSE listed securities from and against any and all
loss arising out of over/under issuance.
The Exchange proposes to delete this requirement as it is
duplicative of Section 601.01(B) of the Manual.
12. That the Agent will assure that the transfer agent and
registrar functions are maintained separate and distinct with
appropriate internal controls, subject to an annual review by the
Agent's independent auditors. Such auditors will provide a letter on an
annual basis to the Agent's Board of Directors with a copy to the NYSE
setting forth the results of their review. The independent auditor's
review shall include tests of the transfer and registrations systems
and controls including the period since the prior examination date as
considered necessary in the circumstances to establish that the control
system is basically adequate and that no material weakness in the
internal control exists. If applicable, the auditor's review will
comment upon any inadequacies found to exist and shall indicate any
corrective action taken or proposed.
The Exchange proposes to delete this requirement as it is
duplicative of Section 601.01(B) of the Manual.
13. That if the auditor's review, as outlined in Section 12 above,
specified any inadequacies, the Agent hereby agrees to take immediate
corrective action. When such corrective steps have been completed, the
auditors will provide a subsequent letter indicating that the
inadequacies have been corrected.
The Exchange proposes to delete this requirement as it is
duplicative of Section 601.01(B) of the Manual.
14. That approval to act pursuant to this agreement will not be
granted until such time as an independent auditor has submitted a
letter covering the results of such review to the Agent's Board of
Directors and to the NYSE in a form satisfactory to the NYSE.
The Exchange proposes to delete this requirement as it is
duplicative of Section 601.01(B) of the Manual.
15. That the NYSE may at any time determine that the Agent is no
longer a qualified transfer agent and registrar for its NYSE listed
security issues in the event the Agent fails to comply with all or any
part of the provisions of this Agreement.
The Exchange proposes to delete this requirement as it is
duplicative of Section 601.01(A)(9) of the Manual.
16. For companies required to maintain eligibility for a security
in a direct registration system pursuant to Para 501.00 of this Manual:
The Agent will at all times be eligible either for the direct
registration system operated by the Depository Trust Company or for
another direct registration system operated by a securities depository
that is registered as a clearing agency with the Securities and
Exchange Commission pursuant to Section 17A(b)(2) of the Exchange Act.
The Exchange proposes to delete this requirement as it is
duplicative of Section 601.01(A)(13) of the Manual.
2. Statutory Basis
The proposed rule change is consistent with Section 6(b) \25\ of
the Exchange Act in general, and furthers the objectives of Section
6(b)(5) \26\ of the Exchange Act in particular, in that it is 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,

[[Page 29185]]

and to remove impediments to and perfect the mechanisms of a free and
open market and a national market system, and, in general, to protect
investors and the public interest. The Exchange believes that the
proposed rule change is consistent with the investor protection and
public interest goals of the Exchange Act because a listing applicant
will continue to undergo a rigorous application process, in which it
will continue to provide to the Exchange all information necessary for
the Exchange to make an informed decision about the issuer's
qualification for listing. In addition, the proposed revised listing
agreements provide that any listing applicant will agree to comply with
the Exchange's rules.
---------------------------------------------------------------------------

\25\ 15 U.S.C. 78f(b).
\26\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

The Exchange believes that: (i) The provisions the Exchange
proposes to include in new Section 107.00 and (ii) the proposal to
amend Section 802.01D to explicitly include a violation of the listing
agreement as a basis for delisting are consistent with the protection
of investors and the public interest. The requirements included in
proposed Section 107.00 are all policies the Exchange has long applied
as part of its initial listing process and they are important in
insuring that only qualified companies are admitted to listing. The
proposed amendment to Section 802.01D simply makes explicit that it may
be appropriate in certain circumstances for the Exchange to utilize its
discretion under that rule to delist a company for a violation of its
listing agreement.
The proposed changes to Sections 702.03, 702.04, 901, 902.01 and
903 of the Manual are consistent with the protection of investors and
the public interest, as the proposed changes do not to weaken
regulatory requirements but instead simply streamline the Exchange's
listing application process and the organization of the Manual by
deleting from the Manual documents that will now be made available on
the Exchange's Web site.
The proposed changes to Sections 104.00, 702.00 and 702.02 of the
Manual are consistent with the protection of investors and the public
interest, as the proposed changes do not to weaken regulatory
requirements, but instead simply provide a more helpful description of
the Exchange's confidential review of eligibility and overall listing
process. The indicative timeline proposed to be deleted from Section
702.02 is very approximate and does not necessarily bear any relation
to the listing experience of any individual company. The Exchange
believes these changes, as described in Part I above, will make the
relevant sections more informative for listing applicants and add
transparency and clarity to the Exchange's rules.
The Exchange's proposed changes to Sections 906.01, 906.02, 906.03,
601.01 and 601.03 of the Manual, deleting the requirements with respect
to transfer agent and registrar agreements, are consistent with the
protection of investors and the public interest, as a listing applicant
will continue to be required to explicitly agree in the revised listing
agreement that it will have a qualified transfer agent and registrar at
all times while listed on the Exchange.
The proposed modifications to the listing application are
consistent with the protection of investors and the public interest,
because the Exchange is simply eliminating from the application
information requirements that are duplicative of disclosure
requirements under the Federal securities laws or where similar
disclosure provisions under the Federal securities laws provide
information sufficient for the Exchange to make informed determinations
about the suitability of issuers for listing.
The proposed modifications to the domestic and foreign listing
agreements are consistent with the protection of investors and the
public interest because, as described in detail in Parts II and III of
the ``Purpose'' section of this filing, any requirements that are
eliminated are either: (i) Duplicative of provisions included elsewhere
in the Manual as listing rules; (ii) no longer applicable because the
SEC has previously approved the elimination of an identical listing
rule requirement; (iii) no longer relevant in light of changes to the
structure and practices in the securities markets; or (iv) proposed
additions to the Manual as listing rules.
The Exchange's proposed changes to Sections 701.02, 702.06 and 703
of the Manual, as described in Part I above, are technical and
conforming changes that are non-substantive in nature.
The Exchange's proposed deletion of Section 702.01 of the Manual in
its current form, as described more fully in Part I of the ``Purpose''
section of this filing, is consistent with the protection of investors
and the public interest, as it simply eliminates a description which is
not accurate as it relates to the listing application process proposed
to be adopted pursuant to this filing.
The proposed deletion of Section 702.05 of the Manual is consistent
with the protection of investors and the public interest, because
market participants and investors no longer need to rely on the
publication of an issuer's listing application by the Exchange for
information about the issuer, as all disclosures material to an
investment in that issuer's securities must be included in such
issuer's SEC filings.
The proposed deletions of Sections 904.01-904.03 of the Manual are
consistent with the protection of investors and the public interest,
as: (i) The Stock Distribution Schedule in Section 904.01 is obsolete
because the Exchange obtains the distribution information it needs from
the Company's transfer agent; (ii) the information required by Section
904.02 would be required to be included in the revised listing
application; and (iii) the ``Due Bill'' Form Letter included in Section
904.03 is no longer used, as investors have access to this information
in real time through online market data service providers.

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. The proposed rule change does not
substantively alter the requirements for initial listing in any
material respect and therefore will not advantage the Exchange in
competing for new listings.

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

No written comments were solicited or received with respect to the
proposed rule change.

III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action

Within 45 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 or disapprove the 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:

[[Page 29186]]

Electronic Comments

Use the Commission's Internet comment form (https://www.sec.gov/rules/sro.shtml); or
Send an email to rule-comments@sec.gov. Please include
File Number SR-NYSE-2013-33 on the subject line.

Paper Comments

Send paper comments in triplicate to Elizabeth M. Murphy,
Secretary, Securities and Exchange Commission, 100 F Street NE.,
Washington, DC 20549-1090.

All submissions should refer to File Number SR-NYSE-2013-33. This file
number should be included on the subject line if email 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 Web site viewing and
printing 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 the filing will also 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-2013-33 and should be
submitted on or before June 7, 2013.
---------------------------------------------------------------------------

\27\ 17 CFR 200.30-3(a)(12).

For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\27\
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2013-11759 Filed 5-16-13; 8:45 am]
BILLING CODE 8011-01-P

This site is protected by reCAPTCHA and the Google Privacy Policy and Terms of Service apply.