Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of and Order Granting Accelerated Approval of Proposed Rule Change, as Modified by Amendment No. 1 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, 51788-51796 [2013-20346]

Agencies

• SECURITIES AND EXCHANGE COMMISSION

[Federal Register Volume 78, Number 162 (Wednesday, August 21, 2013)]
[Notices]
[Pages 51788-51796]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2013-20346]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-70218; File No. SR-NYSE-2013-33]


Self-Regulatory Organizations; New York Stock Exchange LLC; 
Notice of and Order Granting Accelerated Approval of Proposed Rule 
Change, as Modified by Amendment No. 1 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

August 15, 2013.

I. Introduction

    On April 30, 2013, the New York Stock Exchange LLC (``NYSE'' or the 
``Exchange'') filed with the Securities and Exchange Commission 
(``SEC'' or ``Commission''), pursuant to Section 19(b)(1) of the 
Securities Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4 
thereunder,\2\ proposed rule changes (``Proposal'') 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 proposed rule change was published for comment in 
the Federal Register on May 17, 2013.\3\ The Commission received one 
comment letter on the proposal.\4\ On June 27, 2013, the Commission 
extended the time period in which to either approve, disapprove, or to 
institute proceedings to determine whether to disapprove the Proposals, 
to August 15, 2013.\5\ On August 14, 2013, the Exchange filed Amendment 
No. 1 to the proposed rule change.\6\ This order approves the proposed 
rule change, as modified by Amendment No. 1, on an accelerated basis.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 69565 (May 13, 
2013), 78 FR 29165 (``Notice'').
    \4\ See Letter to Elizabeth M. Murphy, Secretary, Commission, 
from Shinichi Yuhara, dated June 4, 2013.
    \5\ See Securities Exchange Act Release No. 69878, 78 FR 40260 
(July 3, 2013) (SR-NYSE-2013-33) (``Notice''). This letter suggested 
changing the title of proposed Section 107.01 to ``Accounting 
Standards,'' a change made by the Exchange in Amendment No. 1.
    \6\ Amendment No. 1, in pertinent part, corrects some minor 
errors in the marking of the rule text included in the initial 
filing (although these changes were accurately explained in the 
Purpose section to the notice), amends the title of proposed new 
rule 107.01, and deletes two provisions, amends one provision 
included in the proposed forms of listing agreements included in the 
initial filing, and amends the statutory basis section of the 
initial rule filing to specify that Section 904.03 (``Due Bill'' 
Form Letter) will be renumbered as Section 904.01. This change was 
correctly reflected in the purpose section of the initial filing, 
however the statutory basis section of the initial filing 
inadvertently stated that Section 904.03 was being deleted rather 
than renumbered.
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II. Background

    The Exchange proposes to: (i) delete the sections in 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.

Changes to the Listed Company Manual

    The Exchange proposes changes to the Manual's requirements 
detailing the information an applicant is required to provide.\7\ The 
Exchange has proposed to amend Sections 102.01C(F) and 103.01B(C) by 
adding language stating that the form of listing application and 
information regarding support documents required in connection with

[[Page 51789]]

adjustments to historical financial data will be available on the 
Exchange's Web site or from the Exchange upon request. Similar changes 
are proposed for Sections 103.04 (with respect to American Depository 
Receipts), 104.01 (Domestic Companies), and 104.02 (Non-U.S. 
Companies).
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    \7\ 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). See 
Notice, supra note 3.
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    New Section 104.00 would describe a 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 (domestic companies) or Section 104.02 (non-U.S. 
companies). A company may submit an original listing application only 
after it has been cleared to do so by the Exchange following the 
completion of a confidential eligibility review.
    New Section 107.00 (``Financial Disclosure and Other Information 
Requirements'') would specifically set forth in the Manual certain 
financial requirements that NYSE states it currently requires of 
companies listing on the Exchange. Specifically, (i) new Section 107.01 
would outline the accounting standards applicable to listed companies, 
(ii) new Section 107.02 would require all companies applying for 
initial listing to be audited by an independent public accountant 
registered with the Public Company Accounting Oversight Board, (iii) 
new Section 107.03 would stipulate that no security will be approved 
for listing if the issuer has not, for the 12 months immediately prior 
to the date of listing, timely filed all periodic reports required to 
be filed with the Commission or Other Regulatory Authority (as defined 
in the rule), and (iv) new Section 107.04 would require all companies 
applying to list on the Exchange to provide the Exchange with any 
information or documentation necessary to make a determination 
regarding the initial listing.
    The Exchange proposes to amend Sections 204.00, 204.04, 204.13, 
204.18 and 204.23 to include a statement that the form of listing 
application and information regarding supporting documents required in 
connection with the listing application would be available on the 
Exchange's Web site or from the Exchange upon request.
    The Exchange proposes to add a requirement to Section 311.01 that 
would stipulate that partial redemptions of listed securities must be 
done on a pro rata basis or by lot. In conjunction with this change, 
the Exchange has proposed to delete this requirement from the listing 
agreements for domestic and non-U.S. companies.
    The Exchange proposes to add a requirement to Section 501.01 that 
would require 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 conjunction 
with this change, the Exchange has proposed to delete this requirement 
from the listing agreements for domestic and non-U.S. companies.
    The Exchange further proposes to add a requirement to Section 
501.02 that would require 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. In conjunction with this change, 
the Exchange has proposed to delete this requirement from the listing 
agreements for domestic and non-U.S. companies.
    The Exchange has proposed to add certain requirements to Section 
601.01 that were not previously embodied in any other rule. Provisions 
being added to Section 601.01(A) would require a transfer agent to 
comply with the rule of the Exchange, maintain officer for the purposes 
of transfer activities that are staffed by experienced personnel, 
provide adequate facilities foe the safekeeping of securities, maintain 
facilities to expedite transfers, and appoint an agent for service of 
process. A provision added to Section 601.01(B) would require the 
transfer agent to take immediate corrective action if the transfer 
agent's independent auditor specifies any material weaknesses, and 
provide a letter to the Exchange indicating that the material 
weaknesses have been corrected. The Exchange further proposes to delete 
Section 601.03 in its entirety, as it relates solely to the transfer 
agent and registrar agreements which the Exchange has also proposed to 
eliminate.
    The Exchange proposes to amend Section 702.00 (Original Listing 
Application Securities of Other than Debt Securities) to replace the 
information currently in that section with a general outline of the 
listing process designed to be more descriptive of the listing 
process.\8\ If, upon completion of this 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.\9\
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    \8\ The revised description states that a company that does not 
have any other class of securities listed on the Exchange must first 
seek a free confidential review of its listing eligibility as set 
forth in Section 104.00.
    \9\ A clearance letter is valid for nine months from its date of 
issuance. If a company does not list within the nine month period, 
but wishes to list thereafter, the Exchange will perform another 
confidential listing eligibility review as a condition to the 
issuance of a new clearance letter.
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    Upon receiving a clearance letter, a company choosing to list must 
file an original listing application.\10\ Section 702.00 states that 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. 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 Initial Application Fee.\11\
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    \10\ The original listing application and other required 
supporting documents can be found on www.nyx.com.
    \11\ Section 902.03 requires certain categories of listing 
applicants to pay an Initial Application Fee as a prior condition to 
receipt of eligibility clearance. In its filing, the NYSE stated 
that the purpose of the notification in Section 702.00 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. 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.
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    In addition to the changes to Section 702.00 discussed above, the 
Exchange has proposed to delete 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) and 
renumber subsequent sections. 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 has 
stated that it will not require the sort of narrative that was 
historically included in the listing application, as this information, 
according to the Exchange, is typically all readily available in the 
company's Commission filings. In its filing, the NYSE stated that 
Section 702.02 is being eliminated because the timeline provided in 
that Section does not necessarily bear any relation to the listing 
experience of any individual company and, according to NYSE, is of

[[Page 51790]]

limited practical value. Section 702.03 (Submission of Listing 
Application) is being deleted as the Exchange's requirements with 
respect to the submission of copies of the listing application will, as 
a result of the NYSE's proposal, now be set forth in detail in listing 
checklists posted on the Exchange's Web site. Section 702.04 
(Supporting Documents) is also being deleted since, 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 that will be available 
on the NYSE's Web site.
    The following supporting documents currently required by Section 
702.04, in its current form, and a brief discussion of whether each 
individual document will continue to be required under the NYSE's 
proposal and, if not, why not is discussed below:
     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 fewer copies are needed 
for internal record keeping purposes.
     Charter and By-Laws: The charter and by-laws will continue 
to be required, but the copies will no longer need to be certified as 
certification is not necessary for the Exchange's 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 as the Exchange 
believes it is obsolete because distribution information is available 
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 because, 
according to the Exchange, the information about the applicant's 
outstanding shares is available in its prospectus or periodic 
Commission 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 Depository Trust & Clearing Corporation 
(``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 through the Commission's EDGAR system.
     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 Commission filings 
which are publicly available through the Commission's EDGAR system.
     Adjustments to Historical Financial Data: The Exchange 
proposes to continue to require companies to provide 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 the proposed revised listing agreement as set forth 
in amended Exhibit 3 of the 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 detailed in amended Exhibit 3 of 
the filing.
     Registration form under the Securities Exchange Act of 
1934: The Exchange proposes to continue to require applicants to supply 
this document.
    The Exchange noted that 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. Although the Exchange has proposed to 
delete Section 702.04, amended Section 702.00 will contain a similar 
requirement, with the exception of specifying the supporting documents 
be submitted one week before the Exchange needs to take action.
    Section 702.05 (Printing of Application) is being deleted as it is 
obsolete and the Exchange has not distributed printed copies of 
approved listing applications for many years. In addition, the Exchange 
believes that the listing application has lost its relevance as a 
disclosure document in recent decades due to the development of the 
SEC's own comprehensive disclosure system.
    Section 703.00 is being amended by modifying subsections 703.01 
through 703.14, relating to the application process and the filing of 
the listing application and any supplemental, or supporting, documents. 
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 are 
being deleted from these subsections. Various subsections will no 
longer contain a listing of the supplemental documents to be provided 
to the Exchange, but 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 Parts 1(A) and 2(B) and (C) currently require, 
respectively, that the application be in the form of a memo from the 
company and four signed typewritten copies of the supplemental listing 
applications provided to the Exchange. Section 703.01 Part 2(B) is 
being revised to remove an obsolete reference to the Exchange's weekly 
bulletin. Furthermore, Section 703.01 Part 2 (D) and (E), which refer 
to data that is to be provided in any subsequent listing application 
and a statement that the application need not be typed, are being 
removed from the Manual.
    Section 802.01D is being revised with a provision explicitly 
providing that the Exchange may delist a company for a breach of the 
terms of its listing agreement.
    In addition to the above described changes, various sections of the 
Manual are being revised to remove, or update, obsolete or incorrect 
cross-references.\12\
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    \12\ See, Notice, supra note 3
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Proposed Changes to Listing Agreements

    The Exchange proposes to remove from the Manual the current form of 
listing agreements for various types of company. In addition, the 
Exchange seeks to update the listing agreements used to reflect current 
practices at the exchange. According to the NYSE, the

[[Page 51791]]

current form of listing agreements contained in the Manual 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 DTCC. Consequently, NYSE believes that there are 
provisions in the listing agreements that are obsolete and the Exchange 
has proposed to delete these provisions.
    The Exchange proposes to eliminate the Listing Securities Fee 
Agreement set forth in Section 902.01 of the Manual in its entirety.
    The form of original listing application supplemental listing 
application, and summary of such applications contained in Section 
903.01, Section 903.02, and 903.03, respectively, are being deleted 
from the Manual in their entirety. A revised form of the original 
listing application and the existing forms of the supplemental listing 
applications for certain issuances were provided in Exhibit 3 as part 
of the filing and these forms will be provided on the Exchange's Web 
site.
    The Stock Distribution Schedule in Section 904.01 is being deleted 
as the Exchange obtains the distribution information required in 
Section 904.01 from the company's transfer agent. Exchange proposes to 
require applicants to provide the information in Section 904.02 (Unpaid 
Dividends, Unsettled Rights, and Record Dates--Memorandum) in the 
revised form of original listing application and, therefore, is 
deleting Section 904.02. In addition, Sections 904.03 (``Due Bill'' 
Form Letter) and 904.04 (Foreign Currency Warrants and Currency Index 
Warrants and Stock Index Warrants membership Circular) will be 
renumbered Sections 904.01 and 904.02, respectively.

Listing Agreements

    In addition to changes to the various Section of the Manual, the 
Exchange has also proposed to make changes to the various Listing 
Agreements contained in the Manual. The revised listing agreements will 
be available on the Exchange's Web site and were submitted as part of 
the rule filing in Exhibit 3, and the amended forms submitted in the 
Exhibit 3 to Amendment No. 1. Specifically, the Exchange is removing 
Sections 901.01 (Listing Agreement for Domestic Companies), 901.02 
(Listing Agreement for Foreign Private Issuers), 901.03 (Listing 
Agreement for Depository of a Foreign Private Issuer), 901.04 (For 
Japanese Companies--Free Share Distribution Understanding), and 901.05 
(Listing Agreement for Voting Trusts). Although the Exchange is 
removing each of these agreements from the Manual, the Exchange will 
still be using each of these agreements, although in the listing 
agreements for domestic companies in 901.01 and foreign companies in 
901.02 will be modified.
    The Exchange proposes to delete from the domestic and foreign 
private issuers listing agreement certain requirements contained 
elsewhere in either the Manual or SEC Rules.\13\ Such provisions, among 
other things, relate to: (i) Changes in the general character or nature 
of the company's business; (ii) changes in the company's officers or 
directors; (iii) disposition of any property or of any stock interest 
in any subsidiary or controlled companies; and (iv) change in, or 
removal of, collateral deposited under any mortgage or trust indenture, 
under which securities of a company listed on the Exchange has been 
issued. The Exchange has also proposed to remove from the listing 
agreement the requirement that a company file with the Exchange: (i) 
four copies of all material mailed by a company to its stockholders 
with respect to any amendment or proposed amendment to its Certificate 
of Incorporation; (ii) a copy of any amendment to a company's 
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; and (iii) a copy of any 
amendment to a company's By-Laws. The Exchange has also proposed to 
remove from the listing agreement the requirement that a company 
disclose: (i) in its annual report to shareholders certain information 
relating to options and options plan; \14\ and (ii) certain information 
relating to the reacquisition or disposition of previously issued stock 
for the company's account, within ten days after the close of a fiscal 
quarter.\15\
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    \13\ See Notice, supra note 3. The Commission notes that 
although these items are being removed from the listing agreement, 
the underlying obligation to provide this information continues to 
exist in some form either through NYSE rules or Commission 
requirements.
    \14\ According to the NYSE, this information is no longer 
necessary because Commission rules provide for comprehensive 
disclosure regarding options as the Commission previously approved 
removal of a similar requirement in an NYSE rule for that reason.
    \15\ According to the Exchange, this is no longer needed in the 
agreement because it is identical to requirement 204.25 of the 
Manual.
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    In addition, the Exchange is proposing to delete the requirement 
that a company 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.\16\ The 
requirement prohibiting a company from selecting any of its securities 
listed on the Exchange for redemption otherwise than by lot or pro 
rata, and from setting a redemption date earlier than fifteen days 
after the date corporate action is taken to authorize the redemption is 
also being deleted.\17\ The Exchange is further proposing to delete the 
requirement that a company give notice 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. The 
requirement that a company notify the Exchange at least 10 days in 
advance of action taken to fix a stockholders' record date, or to close 
the transfer books, for any purpose, is being deleted because it 
already is contained in Sections 204.06, 204.17, 204.21 and 401.02 of 
the Manual.
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    \16\ See Notice, supra note 3, which discusses why the Exchange 
believes this isn't necessary.
    \17\ The Commission notes that the Exchange has proposed to add 
a requirement to Section 311.01 that would stipulate that partial 
redemptions of listed securities must be done on a pro rata basis or 
by lot. The other provisions being deleted are already in existing 
Section 204.22 and 311.01.
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    The Exchange is also proposing to delete the requirement that, in 
case the securities to be listed are in temporary form, the company 
agrees to order permanent engraved securities within thirty days after 
the date of listing because all securities traded through the 
facilities of the Exchange are now traded electronically. The 
requirement prohibiting a company from making 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, is being removed from the listing 
agreement.\18\ The Exchange also proposes to delete the requirement 
that a company 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.
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    \18\ The Commission notes that this requirement will continue to 
exist in Section 204.13 of the Manual.
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    The requirement to 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

[[Page 51792]]

agreements is also being deleted.\19\ The Exchange has proposed to 
delete the requirement that a company 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.\20\
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    \19\ The Commission notes that this requirement will continue to 
exist in Section 204.09 of the Manual.
    \20\ The Commission notes that this requirement will continue to 
exist in Section 703.01 Part 2 of the Manual.
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    The Exchange proposes to delete the provision requiring a company 
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, certain balance sheets, a surplus and 
income statements.\21\ As noted by the Exchange, this requirement is in 
some respects duplicative of Commission rules. In addition, the 
Exchange is deleting the requirement, in the listing agreement, that: 
(i) All financial statements contained in annual reports of a company 
to its stockholders 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; \22\ and (ii) the company 
promptly notify the Exchange if it changes its independent public 
accountants regularly auditing the books and accounts of the company. 
The Commission notes that this requirement will continue to exist in 
Section 204.03. The requirement that all financial statements contained 
in a company's annual reports to its stockholders be in the same form 
as the corresponding statements contained in the company's listing 
application, and disclose any substantial items of unusual or non-
recurrent nature, is also being deleted.
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    \21\ For foreign private issuers, the NYSE notes that 
eliminating this requirement is a substantive change. However, in 
its original filing, NYSE stated that 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. The Commission notes that certain companies will still be 
required to comply with the Commission's proxy rules, applicable to 
domestic listed companies, contained in Regulation 14A--Solicitation 
of Proxies, which requires issuers to distribute annual reports when 
soliciting proxies. See also, note 38, infra, and accompanying text.
    \22\ The Commission notes that this requirement will continue to 
exist in new Section 107.02 of the Manual.
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    The requirement that a company or its subsidiaries not make any 
substantial charges against capital surplus, without notifying the 
Exchange is being removed from the listing agreement.\23\ The 
requirement that a company or its subsidiaries not make any substantial 
change in accounting methods or policies as to depreciation and 
depletion, or in bases of valuation of inventories or other assets, 
without providing notice and disclosure of such change is being 
deleted. The Exchange also proposes to delete from the listing 
agreement the requirement that a company will maintain an audit 
committee in conformity with Exchange requirements.\24\
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    \23\ The Commission notes that this requirement will continue to 
exist in Section 204.05 of the Manual.
    \24\ The Commission notes that this requirement will continue to 
exist in Sections 303A.06 and 303A.07 of the Manual. See Notice, 
supra, note 3.
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    The requirement that a company maintain an office or agency for 
specified corporate purposes is being deleted along with the 
requirement that a company maintain registrar for specified corporate 
purposes. The requirement that a company have on hand at all times a 
sufficient supply of certificates to meet the demands for transfer and 
provide copies of preferences of stock classes in certain circumstances 
is being deleted. The Exchange proposes to delete certain requirements 
that a company publish information in connection with certain corporate 
actions along with the requirement for domestic companies that a 
company solicit proxies for all meetings of stockholders.\25\ The 
foreign listing agreement will, however, be modified as noted below to 
include a solicitation requirement.
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    \25\ The Commission notes that these requirements will continue 
to exist in Sections 202.05, 202.06, 202.12 and 402.04 of the 
Manual. See Notice, supra note 3.
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    Some of the key provisions that will be included in the 
reformulated listing agreements for domestic companies and foreign 
private issuers are: (i) A certification by the issuer that it 
understands and agrees to comply with all current and future rules, 
listing standards, procedures and policies of the Exchange; (ii) an 
agreement by the issuer to promptly notify the Exchange in writing of 
any corporate action or other event which will cause the issuer to 
cease to be in compliance with Exchange listing requirements; (iii) the 
issuer agrees to maintain a transfer agent and registrar which 
satisfies the requirements set forth in Section 601.00 of the Manual et 
seq.; (iv) the issuer agrees to file all required periodic financial 
reports with the SEC, including annual reports and, where applicable, 
quarterly or semi-annual reports, by due date established by the SEC; 
(v) the issuer agrees to comply with all requirements under the federal 
securities laws and applicable SEC rules; and (vi) that nothing 
contained in, or inferred from the listing agreement shall be construed 
as constituting a contract for the continued listing of the company's 
securities and that the company understands that the Exchange may 
suspend the company's securities and commence delisting proceedings 
with or without prior notice upon failure of the company to comply with 
one or more sections of the listing agreement. In addition to the above 
key provisions, foreign private issuers must also agree to: (i) Solicit 
proxies from U.S. holders for all meetings of shareholders; and (ii) 
not appoint any successor or additional Depository unless such 
Depository has entered into a listing agreement with the Exchange.

Listing Application

    The Exchange has proposed deleting from the Manual the form of 
original listing application contained in Section 903.01 (Listing 
Applications). The revised form of original listing application will be 
provided on the Exchange's Web site. In general, the information the 
Exchange proposes to remove from the Listing Application is being 
removed because the Exchange believes such information is available in 
the applicant's filings with the SEC, made pursuant to the Exchange Act 
or the Securities Act of 1933.\26\ Information being removed from the 
Listing Application includes the following: (i) A discussion of the 
history and present business of the company; (ii) for public utilities, 
a description of the services renders, territory and population 
covered, and other segmented information about the utility; (iii) a 
description of the physical property of the company; (iv) information 
related to affiliated companies; (v) information related to 10% owners 
of the company; (vi) a description of control held by another company; 
(vii) information related to the management of the company, including 
names and titles of all directors and officers; (viii) a summary of the 
authorized stock

[[Page 51793]]

capitalization of the company since organization; (ix) a description of 
the funded debt of the company and any subsidiaries or controlled 
companies; (x) a summary of the rights, preferences, privileges and 
priorities of the stock of the company along with any indentures or 
restrictions related to the stock; (xi) a description of the number of 
employees along with a description of any work stoppages due to labor 
disagreements and any pension, retirement, bonus or other plans of 
benefit which may be in effect; (xii) a description of shareholder 
relations procedures that are followed; (xiii) a description of any 
dividends paid; (xiv) a description of the terms and conditions of any 
options, purchase warrants, conversion rights or other commitments 
which may require the company to issue its securities; (xv) a 
description of all pending litigation of a material nature; (xvi) 
information relating to the independent public accountants, Chief 
Executive Officer, Chief Financial Officer, any potential future 
commodity commitments the company may make, and other policies that 
could be material in determining the company's financial position; and 
(xvii) information relating to the financial statements of the company. 
Specific information that will continue to be required as part of the 
application, although in a different form, includes: (i) A statement 
that the application is the company's original listing application; and 
(ii) a description of the shares being offered (number, date of 
authorization, and purpose of authorized but unissued shares).
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    \26\ 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. See Notice, supra note 3 for details of 
the types of filings NYSE relies on for companies transferring from 
another market or over-the-counter market, or listing in connection 
with certain transactions.
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Transfer Agent Agreements

    The Exchange has proposed 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 
Exchange does not believe the use of transfer agent and registrar 
agreements is necessary because, as is detailed in the Notice, each 
provision contained in the transfer agent and registrar agreements can 
also be found in Section 601.00 of the Manual et seq. Furthermore, the 
Exchange does not believe it needs to enter into agreements with the 
transfer agent and registrar because any company whose transfer agent 
and registrar do not comply with Section 601.00 of the Manual et seq, 
would not be eligible for original, or continued, listing on the 
Exchange.

III. Discussion and Commission Findings

    After careful review, the Commission finds that the proposed rule 
change is consistent with the requirements of the Act and the rules and 
regulations thereunder applicable to a national securities 
exchange.\27\ Specifically, the Commission finds that the Proposal is 
consistent with Section 6(b)(5) of the Act,\28\ 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, 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. In particular, as 
discussed in more detail below, the Commission believes that the 
Proposal is consistent with the investor protection and public interest 
goals of the Exchange Act because the rules of the Exchange will 
continue to ensure that the NYSE has the information needed, whether 
through Commission filings or the applicant issuer, to conduct a 
rigorous review of an application for listing. In addition, among other 
things, and as discussed in more detail below, the rule changes should 
increase transparency in the listing process as well as further 
investor protection by codifying into the listing agreement the 
requirement that a listed company must comply with all the rules of the 
Exchange as well as the federal securities laws and rules thereunder.
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    \27\ In approving this proposed rule change, the Commission has 
considered the proposed rule's impact on efficiency, competition and 
capital formation. 15 U.S.C. 78c(f).
    \28\ 15 U.S.C. 78f(b)(5).
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    The Commission finds that the changes proposed to Sections 102.01C, 
103.01B, 103.04, 104.01, 104.02, 204.00, 204.04, 204.13, 204.18, 
204.23, 703.01 (part 1), 703.02 (part 3), 703.04, 703.05, 703.06, 
703.07, 703.08, 703.09, 703.10, 703.11, 703.12, 703.13, 703.14, each of 
which provide 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, are consistent with the act in that 
they make the necessary forms widely available. The Commission notes, 
and the Exchange acknowledged in its original filing, that in the event 
that the Exchange makes any substantive changes to the documents being 
removed from the Manual,\29\ the Exchange will be required, under 
Section 19b(1) of the Act, to submit a rule filing to obtain approval 
of such changes.\30\ Furthermore, the Commission notes that the 
Exchange has represented that it will maintain all historical versions 
of those documents on its Web site after changes have been made in 
order to make it possible to review how each document has changed over 
time.\31\
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    \29\ As noted in the Notice, these documents include the listing 
application and the listing agreement. See 78 FR 29165. These 
documents were submitted as part of the NYSE's rule filing as 
Exhibit 3 and amended Exhibit 3 to the filing.
    \30\ See 78 FR 29165. The Exchange represented that in the event 
that 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), it will 
submit a rule filing to the Commission to obtain approval of such 
changes. The Exchange noted that it would not submit a rule filing 
if the changes made to a document are typographical or stylistic in 
nature.
    \31\ The Commission notes that this should allow it to monitor 
for compliance with Section 19(b) of the Act.
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    The Exchange proposed to add new Section 104.00 describing the 
Exchange's free confidential review process. The application process is 
further described in Section 702.00 which describes the steps an issuer 
must follow in obtaining a clearance letter. Among other clarifications 
about the confidential review and listing process, the new language 
states that if a company has to pay an initial application fee, that it 
will be informed in writing that upon payment of the fee, it will 
receive a clearance letter to list. This process should give issuers 
certainty that they will not have to pay a non-refundable initial 
application fee if they will not be receiving a clearance letter to 
list. The Commission finds the addition of rule language describing the 
application process to be consistent with the protection of investor 
and the public interest in that it makes the listing application 
process more transparent for issuers.
    The Exchange has proposed to amend Sections 104.01 and 104.02 to 
remove the requirement that the copy of the charter and by-laws (or 
equivalent constitutional documents) be certified and to require that 
specimens of bonds or stock certificates be provided only if they 
exist. The Commission finds these changes to be consistent with the 
protection of investors and the public interest in that they make it 
easier for issuers to comply with the listing application requirements 
without weakening the quality of information provided to the Exchange.
    The Exchange believes that the provisions the Exchange proposes to

[[Page 51794]]

include in new Section 107.00 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 
ensuring that only qualified companies are admitted to listing. These 
provisions specify the accounting standards upon which a listing 
determination will be made, require the issuer's auditor to be PCAOB 
registered, require the timely filing of periodic reports, and comply 
with any Exchange requests for additional information and 
documentation. The Commission finds these provisions to be consistent 
with the Act in that they provide the Exchange with additional 
abilities to ensure that only qualified companies are listed on the 
Exchange.
    The Exchange further proposed to change Section 501.01 to require 
listed companies to issue new certificates for securities listed on the 
Exchange, replacing lost ones upon notification of the loss and receipt 
of proper indemnity. Amended Section 501.02(c) would require that, 
following the issuance of a duplicate bond issued to replace a lost, 
stolen or destroyed bond, should the original bond subsequently appear 
in the hands of an innocent bondholder, the original or duplicate bond 
must be taken up and cancelled. The Commission notes that these 
provisions are identical to those currently set forth in the existing 
forms of listing agreements, which the Exchange is proposing now to 
delete from the Manual in this filing. The Commission believes these 
provisions are consistent with the Act in that they are intended to 
protect shareholders and innocent bondholders.
    The Exchange has proposed to delete Sections 906.01, 906.02 and 
906.03 from the Manual and will no longer be entering into contracts 
with transfer agents. As a result, the Exchange proposed to amend 
Sections 601.01(A) and (B) to reflect the addition of certain 
provisions currently found in Sections 906.01, 906.02 and 906.03. The 
provisions being added to Sections 601.01(A) would require that the 
transfer agent: (i) Comply with the rules of the Exchange; (ii) 
maintain offices for the purposes of transfer activities that are 
staffed by experienced personnel; (iii) maintain adequate facilities 
for the safekeeping of securities; (iv) maintain facilities to expedite 
transfers; (v) appoint an agent for service of process. The provision 
being added to Section 601.01(B) would require the transfer agent to 
take immediate corrective action on any material weakness specified in 
the auditor's report and submit a subsequent letter indicating that the 
material weakness has been corrected. The provision also notes that no 
approval to act in a dual capacity as transfer agent or registrant will 
be approved until the auditor's report has been delivered. The Exchange 
is deleting Section 601.03 in its entirety since it merely contains 
cross-references to Sections 906.01, 906.02 and 906.03. The listing 
agreement will also require the issuer to maintain a registered 
transfer agent and a registrar, as necessary, which satisfies the 
requirements of Section 601.00. The Commission believes these changes 
are consistent with the protection of investors and the public interest 
since the specific requirements being deleted will still be included in 
Section 601.01 of the Manual. Furthermore, if a listed company does not 
use a transfer agent that is in compliance with the provisions 
contained in Section 601.01, which includes capital surplus 
requirements, such company would no longer meet the requirements set 
forth in the Manual and the listing agreement and could be delisted 
from the Exchange. The Commission believes this will ensure that a 
listed company will have a qualified transfer agent and registrar at 
all times while listed on the Exchange, protecting investors and the 
public interest.
    The Exchange's proposed deletion of Section 702.01 of the Manual in 
its current form, as described above, 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 
indicative timeline for the original listing of securities proposed to 
be deleted from Section 702.02 is very approximate and, according to 
NYSE, does not necessarily bear any relation to the listing experience 
of any individual company. The proposed changes to Sections 702.03, 
702.04 and 702.05 of the Manual are consistent with the protection of 
investors and the public interest, as the information required to be 
included in the listing application that is detailed in these Sections 
will either continue to be required, or is readily available from 
another source (such as the Commission's EDGAR system).\32\ As a 
result, the Exchange does not feel that it is necessary to include 
those requirements in the Manual. The Commission believes that the 
elimination of these Sections from the Manual is consistent with the 
protection of investors and the public interest as it simplifies the 
listing process without sacrificing any of the substantive information 
available to the Exchange. Furthermore, the elimination of these 
provisions could result in a cost savings for the issuer, and therefore 
investors, while not resulting in any significant weakening in the 
regulatory requirements.
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    \32\ See Notice, supra note 3, for a detailed discussion of 
these items and whether they are retained or not and, if not, why. 
In addition the list of supporting documents to be retained was 
submitted as part of the rule filing in Exhibit 3, as amended.
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    The Commission believes that the proposed deletions from Sections 
703.01 through 703.14, relating to the application process and the 
filing of the listing application and any supplemental, or supporting, 
documents, is consistent with the Act as the information required to be 
provided by these Sections would still be required as part of the 
Listing Application or are readily available from other sources (such 
as the Commission's EDGAR system).\33\ In addition, the Exchange has 
retained certain language in its rules covering the listing application 
process and a suggested timetable for filing an application.\34\
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    \33\ See Notice, supra note 3. In its filing, NYSE noted that 
each subsection of Section 703.00 would be modified to state that 
the form of listing application and the information regarding 
supporting documents required in connection with supplemental 
listing applications and debt securities applications would be 
available on the Exchange's Web site or from the Exchange upon 
request.
    \34\ See, for example, changes to 703.01 (Part 1) and 703.01 
(Part 2) being proposed in the Exhibit 5 to the rule filing.
---------------------------------------------------------------------------

    The Commission believes that the proposed addition to the 
Exchange's continued listing criteria, Section 802.01D, of the 
stipulation that a listed company could face delisting if it breaches 
the terms of its listing agreement is consistent with the Act as it 
sets forth specifically in the Manual the Exchange's ability to remove 
unsuitable companies from its market for such violations. While, as 
NYSE notes, it currently has broad discretion to delist a company when 
its continued listing is inadvisable, the Commission believes that 
explicitly stating that a violation of the listing agreement may result 
in delisting provides transparency to listed companies and investors, 
and is consistent with the terms of the listing agreement. The 
Commission also believes that the removal of unsuitably listed 
companies serves to protect investors and the public interest.
    The proposed modifications to the domestic and foreign listing 
agreements, and their removal from the Manual, are

[[Page 51795]]

consistent with the protection of investors and the public interest 
because: (i) Certain provisions are duplicative and are already 
included elsewhere in the Manual; \35\ (ii) certain provisions are no 
longer applicable and their removal is consistent with previous actions 
by the Commission to eliminate similar requirements; (iii) certain 
provisions are no longer relevant in light of changes to the structure 
and practices in the securities markets; \36\ or (iv) certain 
provisions, as is discussed above, have been added to the Manual or new 
agreements. Removing Sections 901.00-901.05, 902.01 and 903 of the 
Manual and adding them to the Exchange's Web site are consistent with 
the protection of investors and the public interest, as the proposed 
changes streamline the Exchange's listing process, making it more 
easily understood, while at the same time do not result in a weakening 
of the Exchange's regulatory requirements.\37\
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    \35\ See Exhibit 3 for a full list of supporting documents still 
required. We note that other Exchanges do not list the supporting 
documents required to be included with an application for listing.
    \36\ For example, public companies now make a significant number 
of disclosure via the Commission's EDGAR system, including the 
disclosure of the public company's annual and quarterly financial 
statements. NYSE has represented that, in addition to its other 
surveillance activities, it relies, in part, on information 
available in EDGAR when monitoring companies for compliance with 
listing standards and other Exchange rules, and when evaluating a 
prospective company for listing.
    \37\ The Commission notes that making certain agreements 
available via the Exchange's Web site would be consistent with the 
manner in which similar agreement are made available by other 
national securities exchanges.
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    The Commission notes that certain key provisions, discussed above, 
are either being added or will remain in the reformulated listing 
agreements. These provisions include: (i) An acknowledgement by the 
issues that a violation of all current and future rules, listing 
standards, procedures and policies of the Exchange along with a failure 
by the issuer to promptly notify the Exchange of any corporation action 
or other event that causes the issuer to cease to be in compliance with 
the Exchange's listing requirements could result in removal of the 
issuer's securities from listing and trading on the Exchange; (ii) a 
requirement that the issuer file all required periodic financial 
reports with the Commission, including annual reports and, where 
applicable, quarterly or semi-annual reports by the due dates 
established by the Commission; and (iii) a requirement that the issuer 
agrees to comply with all requirements under the federal securities 
laws and applicable Commission rules. The Commission believes that the 
inclusion of these provisions is consistent with the Act in that each 
of these provisions aids in the protection of investors and the public 
interest. In addition, the Commission notes that the listing agreement 
for foreign private issuers includes the requirement that foreign 
private issuers solicit proxies from U.S. holders for all meetings of 
shareholders.\38\ The Commission believes that this is an important 
provision consistent with the Act as it provides U.S. investors with 
information relating to the meetings of shareholders for companies that 
are not required to follow U.S. proxy rules, thus aiding in the 
protection of investors and the public interest.\39\ The Commission 
believes that a listed company should deliver the proxy statement in a 
sufficient period of time before the shareholder meeting so as to allow 
shareholders time to receive, review and vote on the information set 
forth in the proxy materials and annual report.\40\ In other words, the 
Commission expects that, in order to satisfy this requirement of the 
listing agreement, foreign private issuers would solicit proxies from 
U.S. investors sufficiently in advance of the shareholder meeting so as 
to allow U.S. investors a reasonable opportunity to vote.\41\
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    \38\ See also, NYSE Rule 402 and Section 203.01 of the Manual 
which applies to all listed companies, foreign and domestic.
    \39\ The Commission notes that other exchanges do not have 
specific requirements relating to the timeframes under which proxies 
must be provided to investors. Instead, exchanges generally rely on 
the rules of the Commission or the jurisdiction under which they 
have been incorporated.
    \40\ See Securities Exchange Act Release No. 33768 (March 16, 
1994).
    \41\ The Commission notes that domestic issuers already have to 
do so under Commission proxy rules. The Commission, however, also 
notes that while foreign private issuers are not required to follow 
proxy rules promulgated by the Commission, Section 4 of the Listing 
Manual contains certain provisions regarding shareholders' meetings 
and proxies. See 17 CFR 240.3a-12-3(b).
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    One key change being made to the listing agreements is the removal 
of certain requirements relating to disclosures about the issuers 
business, financial and accounting policies. Specifically, the Exchange 
has proposed to remove from the listing agreement the requirement that 
an issuer disclose how long the independent public accountant has 
audited the company's accounts; whether their audit is continuous or 
periodic, or the extent of their authority. However, the Commission 
notes that Regulation S-X contains requirements relating to auditor 
independence that provide assurances as to the independence and 
qualifications of the auditor that, in the Commission's opinion, more 
than adequately replace the requirements being deleted by the proposal. 
As a result, the Commission believes that these changes are consistent 
with the Act.
    Many of the provisions that are being removed from the listing 
agreement, as noted above, are being removed because they are already 
included in other sections of the Manual or NYSE believes it no longer 
needs the issuer to provide additional information because it is 
obsolete or already receives the information through Commission filings 
and its monitoring of such through EDGAR. For example, one eliminated 
provision had required companies to provide four copies of all material 
mailed to stockholders with respect to amendments or proposed 
amendments to its certificate of incorporation. NYSE indicated that it 
has other rules that require companies to provide it with copies of 
notices to shareholders concerning charter amendments. In addition, 
NYSE noted that its rules require listed companies to submit to it 
copies of all proxy material submitted to shareholders. While the 
Commission notes that the current requirement in the listing agreement 
requires copies of all communications to shareholders concerning an 
amendment to its certificate of incorporation, we are satisfied that 
the requirements in NYSE's rules should provide it with adequate notice 
of changes to a company's certificate of incorporation for purposes of 
monitoring compliance with Exchange rules and corporate actions that 
could impact the trading of the company's securities. Another example 
concerns the deletion, from the listing agreement, of the requirement 
that a listed company promptly notify the Exchange of any action to fix 
a stockholders' record date, or to close the transfer books, and that 
it will give the Exchange at least ten days' notice in advance of such 
record date or closing of the books. In support of deleting these from 
the listing agreement the Exchange cited several existing Sections of 
the Manual that contain these requirements and also stated that it 
notifies companies of these requirements in a letter sent annually to 
all listed companies. The Commission continues to believe that 
notification to the Exchange 10 days in advance of fixing a date for 
taking a record of shareholders and the closing of the transfer books 
is important. As a result, the deletion from the listing agreement 
simply recognizes that this is already covered elsewhere in NYSE's 
rules.
    Other provisions of the listing agreement that are being permitted 
to be deleted, such as a requirement that a

[[Page 51796]]

listed company will not make any substantial change in accounting 
methods without notifying the Exchange and disclosing the effect of any 
such change in its next interim and annual report to its stockholders, 
are being done in recognition of the fact that, under Commission 
disclosure rules, any changes in accounting methods and its effect on 
the company would have to be disclosed in Commission filings, such as 
10-Ks and 10-Qs. Exchange monitoring of such filings, as well as 
material news requirements under Exchange rules, should give the 
Exchange the information necessary to monitor for compliance with 
Exchange rules, and listing standards, along with any potential trading 
impact. As a result, the Commission believes it is consistent with 
investor protection and the public interest to remove this provision 
from the listing agreement. Finally, some of the requirements in the 
current listing agreement are being updated to reflect current 
requirements. For example, in terms of publishing quarterly statements 
of earnings to the same degree of consolidation as in the annual 
report, the Exchange is adding a provision that the listed company 
agrees to file all required periodic financial reports with the 
Commission, including annual reports and, where applicable, quarterly 
or semi- annual reports, by the due dates established by the 
Commission. In summary, the Commission notes that provisions being 
deleted from the Manual because they are covered elsewhere under 
Exchange rules, or under Commission requirements, are not meant to 
provide support that the Commission no longer believes these provisions 
are necessary. Rather, based on the NYSE's filing, we are satisfied 
these substantive provisions are covered elsewhere in Exchange or 
Commission rules.
    The proposed deletions of Sections 904.01 through 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 has indicated it obtains the distribution 
information it needs from the company's transfer agent; (ii) the 
information required by Section 904.02 would still be required in the 
revised listing application.
    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.
    A significant number of changes are technical in nature and relate 
to updating internal cross-references and rule numbering as a result of 
the changes described above. As a result, the Commission finds these 
changes consistent with the act as they work to protect investors and 
the public interest by removing confusion in the application and 
organization of the Manual.

IV. Accelerated Approval of Proposed Rule Changes, as Modified by 
Amendment No. 1

    The Amendment No. 1 revised the proposal to, among other things, 
ensure that the rule text provided is properly marked, therefore 
reducing confusion when determining which rule changes have been 
proposed and remove unnecessary provisions from the listing agreements. 
In addition, changes proposed in Amendment No. 1 will clarify and 
strengthen the Exchange's proposal and listing application process, and 
avoid redundancies and ambiguities that exist in the original filing, 
thereby making the listing process more streamlined and efficient. 
Accordingly, the Commission also finds good cause, pursuant to Section 
19(b)(2) of the Act,\42\ for approving the proposal, as modified by 
Amendment No. 1, prior to the 30th day after the date of publication of 
notice in the Federal Register.
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    \42\ 15 U.S.C. 78s(b)(2).
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V. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\43\ that the proposed rule changes (SR-NYSE-2013-33), as modified 
by the Amendment No. 1, be, and hereby are, approved on an accelerated 
basis.
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    \43\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\44\
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    \44\ 17 CFR 200.30-3(a)(12).
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Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2013-20346 Filed 8-20-13; 8:45 am]
BILLING CODE 8011-01-P