[Federal Register Volume 63, Number 141 (Thursday, July 23, 1998)]
[Notices]
[Pages 39620-39621]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 98-19647]


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

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-40220; File No. SR-NYSE-98-18]


Self-Regulatory Organizations; Notice of Filing and Immediate 
Effectiveness of Proposed Rule Change by the New York Stock Exchange, 
Inc. Relating to the Filing of Certain Material in Electronic Format by 
Listed Companies

July 16, 1998.
    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 July 9, 1998, 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 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.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of 
Substance of the Proposed Rule Change

    The Exchange's rules require listed companies to file multiple 
copies of Commission reports and other materials with the Exchange. The 
Exchange is proposing to permit listed companies to comply with this 
obligation by filing certain material with the Commission through the 
Electronic Data Gathering, Analysis, and Retrieval (``EDGAR'') system.
    The text of the proposed rule change is available at the Office of 
the Secretary, the NYSE, and at the Commission.

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 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
    The purpose of the proposed rule change is to streamline filing 
requirements for listed companies by permitting them to file most 
Commission-required documents with the Exchange in electronic format.
    The Exchange's rules required listed companies to file with it 
multiple copies of annual and interim reports, as well as other 
Commission filings, such as registration statements and prospectuses. 
The Commission also requires listed companies to file copies of 
Commission reports and registration statements with any national 
securities exchange on which their securities are listed. Listed 
companies currently file these materials with the Exchange in paper 
format, even if they file electronically with the Commission. Under the 
Commission's regulations, domestic registrants generally are required 
to file all material with the Commission through EDGAR.\3\
---------------------------------------------------------------------------

    \3\ See Section 100 of Commission Regulation S-T.
---------------------------------------------------------------------------

    The proposed rule change provides that, with three exceptions, the 
EDGAR filing will satisfy the Exchange filing requirement.\4\ The 
Exchange will have immediate and complete access to all filings in the 
same manner that it currently does, through its library, which is 
operated under contract with the Exchange by a ``Level'' EDGAR 
subscriber. In addition, the Exchange is considering additional forms 
of access for relevant Exchange personnel, such as through an EDGAR 
terminal on-site in the New Listings and Client Service offices. The 
relevant Exchange staff also has access to much of this information 
through the Commission's EDGAR site on the World Wide Web.
---------------------------------------------------------------------------

    \4\ The Exchange will submit a request for a ``no action'' 
letter (the ``No Action Letter''), on behalf of its listed 
companies, seeking Commission staff concurrence in the view that a 
company's filing of a report or other material covered by this rule 
change through EDGAR will satisfy the company's obligation under the 
Commission's rules to file the material with the Exchange. Although 
the proposed rule change is effective immediately upon filing, the 
Exchange will not implement the rule change until the Commission 
staff grants the No Action Letter.
---------------------------------------------------------------------------

    The three areas in which the Exchange will continue to require hard 
copy filing are:
    <bullet> Material necessary to support a listing application. The 
Exchange currently accepts listing applications only in hard copy 
format. Thus, the Exchange will continue to require the exhibits and 
attachments to listing

[[Page 39621]]

applications, including Commission registration material, to be filed 
in hard copy form.
    <bullet> Proxy material. The Exchange conducts an immediate review 
of proxy material, including preliminary material, for a number of 
purposes. For example, the Exchange reviews possible changes to the 
company's board of directors. The Exchange also reviews proxies to 
determine whether brokers-dealers may vote certain routine items 
pursuant to Exchange Rule 452. Until the Exchange has more experience 
in accepting filings through EDGAR, it believes it can best expedite 
this review if it continues to receive multiple paper copies of the 
proxy material.
    <bullet> Forms 8-K. Listed companies file these ``current reports'' 
to provide notice of certain material events. Because these reports can 
provide an early warning of material corporate developments, the 
Exchange preliminarily believes that it would be appropriate to receive 
hard copy delivery of this information.
    The Exchange will monitor the operation of this rule. Based on that 
monitoring, the Exchange will consider expanding the categories of 
reports and other materials that listed companies can file with the 
Exchange through EDGAR, and will file a proposed rule change with the 
Commission if it determines to expand the operation of the rule.
2. Statutory Basis
    The NYSE believes the proposed rule change is consistent with the 
requirements of Section 6(b)(5) of the Act \5\ that an exchange have 
rules that are designed to prevent fraudulent and manipulative acts and 
practices, to promote just and equitable principles of trade, 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.
---------------------------------------------------------------------------

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

B. Self-Regulatory Organization's Statement on Burden on Competition

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

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

    The Exchange has not solicited, and does not intend to solicit, 
comments on this proposed rule change. The Exchange has not received 
any unsolicited written comments from members or other interested 
parties.

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

    The foregoing rule change constitutes a stated policy, practice, or 
interpretation with respect to the meaning, administration, or 
enforcement of an existing rule of the Exchange and therefore, has 
become effective pursuant to Section 19(b)(3)(A)(i) of the Act,\6\ and 
subparagraph (e) of Rule 19b-4 thereunder.\7\ The Exchange will not 
implement the proposed rule change until the Commission staff grants 
the requested No Action Letter concurring in the Exchange's view that a 
company's filing of a report or other material covered by this rule 
change through EDGAR will satisfy the company's obligation under the 
Commission's rules to file the material with the Exchange.
---------------------------------------------------------------------------

    \6\ 15 U.S.C. 78s(b)(3)(A)(i).
    \7\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------

    At any time within 60 days of the filing of such 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 NW, Washington, DC 20549. Copies 
of the submissions, 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, 450 Fifth Street, NW, Washington, 
DC 20549. 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-98-18 and should be submitted by August 13, 
1998.

    For the Commission by the Division of Market Regulation, 
pursuant to delegated authority.\8\
---------------------------------------------------------------------------

    \8\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Jonathan G. Katz,
Secretary.
[FR Doc. 98-19647 Filed 7-22-98; 8:45 am]
BILLING CODE 8010-01-M