[Federal Register Volume 65, Number 191 (Monday, October 2, 2000)]
[Notices]
[Pages 58833-58834]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 00-25134]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-43329: File No. SR-NYSE-00-38]


Self-Regulatory Organizations; Notice of Filing and Immediate 
Effectiveness of Proposed Rule Change by the New York Stock Exchange, 
Inc. To Extend the Pilot Regarding Shareholder Approval of Stock Option 
Plans

September 22, 2000.
    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 21, 2000, the New York Stock Exchange, Inc. (``NYSE'' or 
``Exchange'') filed with the Securities and Exchange Commission 
(``SEC'' or ``Commission'') the proposed rule change as described in 
items, I, II, III below, which items have been prepared by the 
Exchange. The Commission is publishing this notice to solicit comments 
on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of 
Substance of the Proposed Rule Change

    The Exchange is proposing to extend, until November 30, 2000, the 
effectiveness of the amendments to Sections 312.01, 312.03 and 312.04 
of the Exchange's Listed Company Manual with respect to the definition 
of a ``broadly-based'' stock option plan, which were approved by the 
Commission on a pilot basis (``Pilot'') on June 4, 1999.\3\
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    \3\ Securities Exchange Act Release No. 41479, 64 FR 31667 (June 
11, 1999).
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II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the Exchange included statements 
concerning the purpose of and basis for the proposed rule change 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 and is set forth in Sections A, B, and C below.

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

1. Purpose
    On July 13, 2000, the NYSE submitted a proposed rule change to 
extend the effectiveness of the Pilot until September 30, 2003.\4\ On 
August 15, 2000, the Commission, in response to a commenter's request, 
extended the comment period for the 3-Year Extension Proposal until 
September 20, 2000.\5\ The original comment period was to expire on 
August 31, 2000.\6\ The Pilot is scheduled to expire on September 30, 
2000. Therefore, to accommodate the extended comment period on the 3-
Year Extension Proposal, the Exchange proposes to extend the 
effectiveness of the Pilot until November 30, 2000.
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    \4\ Securities Exchange Act Release No. 43111 (August 2, 2000), 
65 FR 49046 (August 10, 2000) (``3-year Extension Proposal'').
    \5\ Securities Exchange Act Release No. 43155 (August 15, 2000), 
65 FR 51382 (August 23, 2000).
    \6\ See 3-Year Extension Proposal, note 4 supra.
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2. Basis
    The Exchange believes that the proposed rule change is consistent 
with

[[Page 58834]]

the requirements of Section 6(b)(5)\7\ of the Act because 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, to remove impediments to and perfect the mechanism of a 
free and open market and a national market system and, in general, to 
protect investors and the public interest.
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    \7\ 15 U.S.C. 78f(b)(5).
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B. Self-Regulatory Organization's Statement on Burden on Competition

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

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

    The Exchange has neither solicited nor received written comments on 
the proposed rule change.

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

    Because the proposed rule change: (1) Does not significantly affect 
the protection of investors or the public interest; (2) does not impose 
any significant burden on competition; and (3) does not become 
operative for 30 days from the date of filing, or such shorter time as 
the Commission may designate if consistent with the protection of 
investors and the public interest, the proposed rule change has become 
effective pursuant to Section 19(b)(3)(A) \8\ of the Act and Rule 19b-
4(f)(6) \9\ thereunder.\10\
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    \8\ 15 U.S.C. 78s(b)(3)(A).
    \9\ 17 CFR 240.19b-4(f)(6).
    \10\ As required under Rule 19b-4(f)(6)(iii), the Exchange 
provided the Commission with written notice of its intent to file 
the proposed rule change at least five business days prior to the 
filing date.
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    A proposed rule change filed under rule 19b-4(f)(6) \11\ normally 
does not become operative prior to 30 days after the date of filing. 
However, Rule 19b-4(f)(6)(iii) \12\ permits the Commission to designate 
a shorter time if such action is consistent with the protection of 
investors and public interest. The Exchange seeks to have the proposed 
rule change become operative on or before September 30, 2000, in order 
to allow the Pilot to continue in effect on an uninterrupted basis.
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    \11\ 17 CFR 240.19b-4(f)(6).
    \12\ 17 CFR 240.19b-4(f)(6)(iii).
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    The Commission, consistent with the protection of investors and the 
public interest, has determined to make the proposed rule change 
operative immediately through November 30, 2000. The extension of the 
Pilot will provide the Commission with additional time to review and 
evaluate the 3-Year Extension Proposal.
    The Commission notes that unless the Pilot is extended, the Pilot 
will expire and the provisions in Sections 312.01, 312.03 and 312.04 of 
the Exchange's Listed Company Manual that were amended in the Pilot 
will revert to that which were effective prior to June 4, 1999. The 
Commission believes that such a result could lead to confusion.
    Based on these reasons, the Commission believes that it is 
consistent with the protection of investors and the public interest 
that the proposed rule change become operative immediately through 
November 30, 2000. At any time within 60 days of the filing of the 
proposed rule change, the Commission may summarily abrogate such rule 
change if it appears to the Commission that such action is necessary or 
appropriate in the public interest, for the protection of investors, or 
otherwise in furtherance of the purposes of the Act.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Persons making written submissions 
should file six copies thereof with the Secretary, Securities and 
Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549-
0609. Copies of the submission, all subsequent amendments, all written 
statements with respect to the proposed rule change that are filed with 
the Commission, and all written communications relating to the proposed 
rule change between the Commission and any person, other than those 
that may be withheld from the public in accordance with the provisions 
of 5 U.S.C. 552, will be available for inspection and copying in the 
Commission's Public Reference Room. Copies of such filing will also be 
available for inspection and copying at the principal office of the 
NYSE. All submissions should refer to File No. SR-NYSE-00-38 and should 
be submitted by October 23, 2000.

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\13\
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    \13\ 17 CFR 200.30-3(a)(12).
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Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 00-25134 Filed 9-29-00; 8:45 am]
BILLING CODE 8010-01-M