Federal Register / Vol. 62, No. 209 / Wednesday, October 29, 1997 / Notices 56219

security that is neither included in the Nasdaq

Stock Market nor traded on any national securities

exchange * * *. Therefore, the rule by its terms

applies to transactions effected on any foreign

exchange. The term ‘‘national securities exchange’’

is not defined in NASD rules, but the requirements

to qualify are set forth in Sections 6(a) and 19(a) of

the Exchange Act.

23After the NASD gains experience with this

exemptive authority, the Commission expects the

NASD to codify, to the extent possible, exceptions

to the Rule. In particular, the NASD should amend

the rule to incorporate exemptions provided to

broad classes or types of transactions.

24 15 U.S.C. 78s(b)(2).

25 17 CFR 200.30–3(a)(12).

1 15 U.S.C. 78s(b)(1).

2 17 CFR 240.19b–4.

1File No. SR–NYSE–91–01.

2 15 U.S.C. 78f(b)(4).

circumstances the foreign exchange

market may constitute the best market

for the securities that are listed on that

market, and the time delay involved in

contacting three dealers in advance of a

customer transaction could hinder

obtaining the best execution for the

customer.

The Commission believes that the

exemptive process provided by the rule

change is reasonable under the

Exchange Act. The Commission stresses

that the NASD Regulation staff would

not be able to grant an exemption (either

for a particular market maker in a

particular security, or for all market

makers in a particular security or a class

of securities) unless a market maker can

demonstrate that adherence to the Rule

could serve as an impediment to

satisfying its best execution obligations

with regard to a particular situation. The

NASD Regulation Staff will not provide

exemptions in response to hypothetical

situations. The Commission also notes

that if a particular exemption involves

a particular class of transactions or class

of customers that may be relevant to

other member broker-dealers. The

NASD Regulation staff will also publish

such results to the membership through

a Notice to Members or similar

publication or broadcast. Further, the

Commission notes that the grant of an

exemption to the Three Quote Rule

should not in any way limit a member’s

best execution obligation. Finally, the

NASD Regulation staff determinations

are subject to review by the NBCC.23

V. Conclusion

It is therefore ordered, pursuant to

Section 19(b)(2) of the Exchange Act,24

that the proposed rule change (SR–

NASD–97–42) is approved.

For the Commission, by the Division of

Market Regulation, pursuant to delegated

authority.25

[FR Doc. 97–28627 Filed 10–28–97; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 34–39264; File No. SR–NYSE–

97–26]

Self-Regulatory Organizations; Notice

of Filing and Order Granting

Accelerated Approval of Proposed

Rule Change by the New York Stock

Exchange, Inc. Relating to Listing Fees

for Short-Term Instruments

October 22, 1997.

Pursuant to Section 19(b)(1) of the

Securities Exchange Act of 1934

(‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on

September 18, 1997, the New York

Stock Exchange, Inc. (‘‘NYSE’’ or

‘‘Exchange’’) filed with the Securities

and Exchange Commission

(‘‘Commission’’) the proposed rule

change as described in Items I and II

below, which Items have been prepared

by the self-regulatory organization. The

Commission is published this notice to

solicit comments on the proposed rule

change from interested persons. The

Commission is also granting accelerated

approval to this proposed rule change.

I. Self-Regulatory Organization’s

Statement of the Terms of Substance of

the Proposed Rule Change

The Exchange is proposing to amend

its rule regarding listing fees for shortterm instruments contained in

Paragraph 902.03 of the Listed Company

Manual. Currently, the Exchange

charges reduced listing fees for short

term instruments with terms of less than

five years. Pursuant to the proposed rule

change, the Exchange will charge such

reduced listing fees for instruments with

a term of up to seven years.

The Exchange requests the

Commission to find good cause,

pursuant to Section 19(b)(2) of the Act,

for approving the proposed rule change

prior to the thirtieth day after

publication in the Federal Register

because this rule change will benefit

issuers and investors by reducing listing

fees on certain short-term instruments

and that accelerated approval will

provide such benefits in an expedited

fashion.

II. Self-Regulatory Organization’s

Statement of the Purpose of, and

Statutory Basis for, the Proposed Rule

Change

In its filing with the Commission, the

self-regulatory organization included

statements concerning the purpose of

and basis for the proposed rule change

and discussed any comments it received

on the proposed rule change. The text

of these statements may be examined at

the places specified in Item III below.

The self-regulatory organization has

prepared summaries, set forth in

Sections A, B, and C below, of the most

significant aspects of such statements.

A. Self-Regulatory Organization’s

Statement of the Purpose of, and

Statutory Basis for, the Proposed Rule

Change

1. Purpose

The Exchange has listing standards

for a variety of short-term special

purpose securities (e.g., index warrants,

foreign current warrants, contingent

value rights). By their terms, these are

instruments that will be listed on the

Exchange for only a short period of

time. Accordingly, in 1990 the Exchange

adopted reduced listing fees for such

short-term securities and defined such

securities as having a term of less than

five years.1 Issuers now are seeking to

list special purpose securities with a life

of up to seven years. Thus, the purpose

of this filing is to amend the definition

of short-term securities to cover

securities with a life of seven years or

less. This effectively will reduce the

listing fees for instruments with a term

of five to seven years.

2. Statutory Basis

The Exchange believes that the basis

under the Act for this proposed rule

change is the requirement under Section

6(b)(4) 2 that an exchange have rules that

provide for the equitable allocation of

reasonable dues, fees and other charges

among its members and other persons

using its facilities.

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.

C. Self-Regulatory Organization’s

Statement on Comments on the

Proposed Rule Change Received from

Members, Participants or Others

No written comments were either

solicited or received.

III. Solicitation of Comments

Interested persons are invited to

submit written data, views and

arguments concerning the foregoing.

Persons making written submissions

should file six copies thereof with the

Secretary, Securities and Exchange

Commission, 450 Fifth Street, N.W.,
56220 Federal Register / Vol. 62, No. 209 / Wednesday, October 29, 1997 / Notices

3 15 U.S.C. 78f(b)(4).

4 In approving this rule, the Commission notes

that it has considered the proposed rule’s impact on

efficiency, competition, and capital formation. 15

U.S.C. 78c(f).

5Telephone conversation between Vincent A.

Pattent, Assistant Vice President, NYSE, and

Heather Seidel, Attorney, Market Regulation,

Commission, on October 7, 1997,

6 15 U.S.C. 78s(b)(2).

7 17 CFR 200.30–3(a)(12).

1 15 U.S.C. 78s(b)(1).

2 17 CFR 240.19b–4. 3 15 U.S.C. 78f(b)(5).

Washington, D.C. 20549. Copies of the

submission, all subsequent

amendments, all written statements

with respect to the proposed rule

change that are filed with the

Commission, and all written

communications relating to the

proposed rule change between the

Commission and any person, other than

those that may be withheld from the

public in accordance with the

provisions of 5 U.S.C. 552, will be

available for inspection and copying at

the Commission’s Public Reference

Room. Copies of such filing will also be

available for inspection and copying at

the principal office of the Exchange. All

submissions should refer to File No.

SR–NYSE–97–26 and should be

submitted by November 19, 1997.

IV. Commission’s Findings and Order

Granting Accelerated Approval of

Proposed Rule Change

The Commission finds that the

NYSE’s proposed rule change is

consistent with the requirements of

Section 6(b) of the Act and the rules and

regulations thereunder applicable to a

national securities exchange.

Specifically, the Commission finds that

the proposed rule change is consistent

with Section 6(b)(4) of the Act 3 which

provides that an exchange have rules

that provide for the equitable allocation

of reasonable dues, fees and other

charges among its members and other

persons using its facilities.4 The

Commission believes that the proposed

rule change to amend the definition of

short-term security, for purposes of

listing fees only, is reasonable because

it could help benefit issuers and

investors by reducing listing fees on

certain short-term products. The

Commission notes that the NYSE has

represented that this proposed change

would not effect any other NYSE rules.5

The Commission finds good cause for

approving the proposed rule change

prior to the thirtieth day after the date

of publication of notice of filing thereof

in the Federal Register. The

Commission believes that accelerated

approval of the proposal is appropriate

because it will provide benefits to

investors in an expedited way. Further,

the Commission believes that the

proposed rule change does not raise any

new regulatory issues.

It is therefore ordered, pursuant to

Section 19(b)(2) 6 that the proposed rule

change is hereby approved on an

accelerated basis.

For the Commission, by the Division of

Market Regulation, pursuant to delegated

authority.7

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–28569 Filed 10–28–97; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 34–39262; File No. SR–NYSE–

97–29]

Self-Regulatory Organizations; Notice

of Filing and Immediate Effectiveness

of Proposed Rule Change by New York

Stock Exchange, Inc., Relating to

Subsequent Listing Applications

October 21, 1997.

Pursuant to Section 19(b)(1) of the

Securities Exchange Act of 1934,

(‘‘Act’’) 1 and Rule 19b–4 thereunder,2

notice is hereby given that on October

17, 1997, the New York Stock Exchange,

Inc. (‘‘NYSE’’ or the ‘‘Exchange’’) filed

with the Securities and Exchange

Commission (‘‘Commission’’ or ‘‘SEC’’)

the proposed rule change as described

in Items I, II, and III below, which Items

have been prepared by the NYSE. 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 NYSE is proposing to amend the

form of listing application for

companies seeking, among other things,

to list additional securities on the

Exchange or seeking to make changes in

securities already listed. The proposed

rule change will change the format of

the listing application into that of a

memorandum and will remove from the

application information not necessary

for the Exchange to review in analyzing

the transaction and authorizing the

listing.

The text of the proposed rule change

is available at the Office of the

Secretary, NYSE, and at the

Commission.

II. Self-Regulatory Organization’s

Statement of the Purpose of and

Statutory Basis for, the Proposed Rule

Change

In this filing with the Commission,

the NYSE included statements

concerning the purpose of and basis for

the proposed rule change and discussed

any comments it received on the

proposed rule change. The text of these

statements may be examined at the

places specified in Item IV below. The

NYSE has prepared summaries, set forth

in sections A, B, and C below, of the

most significant aspects of such

statements.

A. Self-Regulatory Organization’s

Statement of the Purpose of, and

Statutory Basis for, the Proposed Rule

Change

1. Purpose

Under Section 7, ¶ 703.01 of the

Listed Company Manual, NYSE-listed

companies must apply for Exchange

approval to list additional securities

(such as additional shares of common

stock the company may be issuing), to

make changes in a listed security (such

as with respect to a company’s name

change or change in state of

incorporations), or to list securities that

could be issued upon conversion of

other securities. These subsequent

listing applications generally are routine

in nature. In 1995 and 1996, the

Exchange authorized over 1805 and

2160 subsequent listing applications,

respectively.

The NYSE believes that the current

listing application format, as provided

in Section 9, ¶ 903.02 of the Listed

Company Manual, is cumbersome and

requires companies to provide

information beyond that necessary for

the Exchange to analyze the transaction

and authorize the listing of the

securities. This proposed rule change

would simplify the application process

by changing the form of the application

to a ‘‘memorandum format’’ and

removing the requirement to provide

information beyond that necessary to

analyze the transaction and authorize

the listing. Companies still would be

required to submit all relevant

supporting documents, such as a

Commission registration statement and

an opinion of counsel.

2. Basis

The Exchange believes that the basis

under the Act for the proposed rule

change is the requirement under Section

6(b)(5) 3 that an exchange have rules that

are designed to prevent fraudulent and