Federal Register / Vol. 63, No. 145 /Wednesday, July 29, 1998 / Notices 40577

7See July 10 Letter.

8See July 10 Letter.

9See July 10 Letter.

10See Amendment No. 1.

11See July 10 Letter.

12 15 U.S.C. 78s(b)(2).

13 17 CFR 200.30–3(a)(12).

1 15 U.S.C. 78s(b)(1) (1994).

2 17 CFR 240.19b–4 (1997).

3The proposed rule change was originally filed

on June 19, 1998 pursuant to Section 19(b)(3)(A)(ii)

of the Act. The amendment converted the proposed

rule change to a filing pursuant to Section 19(b)(2)

of the Act because the proposed rule change

modifies fees that apply to issuers. Letter from

Robert P. Pacileo, Staff Attorney, Regulatory Policy,

PCX to Kelly McCormick, Attorney, Office of

Market Supervision, Division of Market Regulation,

Commission, dated July 10, 1998.

bond listing procedures in any way

changes the Exchange’s substantive debt

listing standards nor the Exchange’s

enforcement of those standards, such as

the requirement that to be listed the

issue must have a par value of at least

$5,000,000.7

As for early review of indenture

terms, what continued to necessitate

such review was the prohibition against

defeasance discussed above. However,

by eliminating that requirement, the

Exchange eliminates the last

justification of its need to pre-clear

indenture and registration terms.

Despite these changes, the Commission

notes that the Exchange has represented

that issuers may still contact the

Exchange to discuss the issue’s

eligibility prior to engaging in the

process of completing a listing

application when it is uncertain as to

whether it will qualify for listing.

Fifth, the Commission finds that it is

appropriate for the Exchange to ease

certain document submission

requirements when those documents are

readily available to the Exchange

through electronic services. The

Exchange has clarified that for such a

service to qualify as satisfactory, it must

be one to which the Exchange

subscribes, and the NYSE also has noted

its access to other SEC public document

services through the Internet.8

Consequently, in carrying out its review

of debt securities, the Exchange should

continue to have ready access to

documents which no longer need to be

physically submitted by an issuer.

Sixth, substituting the affirmation of

the existence of an opinion of counsel

for a copy of the opinion should also

facilitate the listing process. The

Commission accepts the Exchange’s

representation that its physical

possession of the opinion of counsel is

no longer necessary because in

connection with an underwritten

offering the Exchange rarely has need to

refer to that opinion, and the Exchange

can direct the issuer to provide an

opinion should the need arise.9

Moreover, eliminating content from

such opinion should not have a

substantial impact. Because the

Exchange represents that it has rarely

used or relied upon the opinion’s

description of regulatory proceedings,

deletion appears to sacrifice little, while

serving to simplify the opinion. In

addition, the Commission accepts the

use of a listing-application signature of

an authorized officer of the issuer as

assurance of the board’s authorization of

the issue and of listing the issue on the

Exchange. Moreover, should the

Exchange ultimately need to review an

opinion, it then could inquire as to any

affiliation of the opinion’s writer with

the issuer.10

Finally, the Commission wishes to

emphasize again that the proposal does

not affect the NYSE’s substantive

quantitative debt listing standards.11

And, having reviewed the proposal in

light of the requirements and

protections that remain in the Manual,

the Commission believes that adequate

information will remain publicly

available to inform investors about the

quality of issuers and their debt

securities.

IV. Conclusion

It is therefore ordered, pursuant to

Section 19(b)(2) of the Act,12 that the

proposed rule change (SR–NYSE–98–

12), as amended, is approved.

For the Commission, by the Division of

Market Regulation, pursuant to delegated

authority.13

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 98–20248 Filed 7–28–98; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 34–40249; File No. SR–PCX–

98–32]

Self-Regulatory Organizations; Notice

of Filing of Proposed Rule Change and

Amendment No. 1 Thereto by the

Pacific Exchange, Inc. Relating to

Listing and Maintenance Fees for

Nasdaq Listings

July 22, 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 14,

1998, the Pacific Exchange, Inc. (‘‘PCX’’

or ‘‘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 Exchange.3 The

Commission is publishing this notice to

solicit comments on the proposed rule

change from interested persons.

I. Self-Regulatory Organization’s

Statement of the Terms of Substance of

the Proposed Rule Change

The Exchange proposes to modify its

listing and maintenance fees so that

certain issues listed on both the PCX

and the Nasdaq Stock Market, Inc.

(‘‘Nasdaq’’) will be deemed to be

‘‘dually listed’’ for purposes of the

Exchange’s Listing Fee Schedule. The

text of the proposed rule change is set

out below. Additions are italicized.

Deletions are bracketed.

LISTING FEE SCHEDULE

Original Listing Fees—Original Listing fees are fixed fees in that they are not charged by the number of shares being listed:

Common Stock, dually listed on NYSE [or] AMEX, or Nasdaq National Market ................................................................................ $10,000.00

Common Stock, not listed on NYSE [or] AMEX, or Nasdaq National Market .................................................................................... 20,000.00

Annual Maintenance Listing Fee (Billed and payable January of each year following initial listing):

For one issue, dually listed on NYSE [or] AMEX, or Nasdaq National Market .................................................................................. $1,000.00

For one issue, not listed on NYSE [or] AMEX, or Nasdaq National Market ....................................................................................... 2,000.00
40578 Federal Register / Vol. 63, No. 145 /Wednesday, July 29, 1998 / Notices

4The original listing fee and annual maintenance

fee for SCM securities would remain unchanged.

The listing maintenance review for SCM securities

will also remain unchanged, and continue to be

conducted quarterly. Telephone call between

Robert P. Pacileo, Attorney, PCX and Kelly

McCormick, Attorney, Division of Market

Regulation, SEC, July 6, 1998.

5 15 U.S.C. 78f.

6 15 U.S.C. 78f(b)(4).

7 17 CFR 200.30–3(a)(12).

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

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

PCX 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 PCX 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

Currently, under the exchange’s

listing fee schedule, common stock that

is dually listed on both the PCX and

either the New York Stock Exchange

(‘‘NYSE’’) or the American Stock

Exchange (‘‘Amex’’) is subject to an

original listing fee of $10,000.00.

Common stock not dually listed on both

the PCX and either the NYSE or the

Amex is subject to an original listing fee

of $20,000.00. The Exchange recognizes

that Nasdaq is a primary listing

association and that Nasdaq bears the

primary obligation to ensure that its

issuers meet the appropriate listing

standards. Therefore, the PCX will be

conducting listing maintenance reviews

for Nasdaq issues on an annual basis

along with other dually listed issues

(i.e., those listed on the NYSE and

Amex) and not on a quarterly basis. The

Exchange believes that the proposal will

encourage issuers listed on Nasdaq to

list on the PCX.

Proposed Fee Change

To reflect the cost of dual listings and

annual maintenance listing reviews, the

PCX is proposing to change the

following fees. Currently, the listing fee

for an original listing of any Nasdaq

common stock issue (Nasdaq National

Market (‘‘NNM’’) and Nasdaq SmallCap

Market (‘‘SCM’’)) is $20,000.00. Under

the proposal, the fee would be reduced

to $10,000.00 for NNM issues.

Currently, the annual maintenance

listing fee for any one Nasdaq listed

issue is $2,000.00. Under the proposal,

the fee would be reduced to $1,000.00

for any one NNM issue.4

2. Basis

The Exchange believes that this

proposal is consistent with Section 6(b)

of the Act,5 in general, and Section

6(b)(4),6 in that it is designed to provide

for the equitable allocation of reasonable

dues, fees and other charges among its

members, issuers 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 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

Written comments on the proposed

rule change were neither solicited nor

received.

III. Date of Effectiveness of the

Proposed Rule Change and Timing for

Commission Action

Within 35 days of the date of

publication of this notice in the Federal

Register or within such longer period (i)

as the Commission may designate up to

90 days of such date if it finds such

longer period to be appropriate and

publishes its reasons for so finding or

(ii) as to which the PCX consents, the

Commission will:

(A) by order approve such proposed

rule change, or

(B) institute proceedings to determine

whether the proposed rule change

should be disapproved.

IV. Solicitation of Comments

Interested persons are invited to

submit written data, views and

arguments concerning the foregoing,

including whether the proposed rule

change is consistent with the Act.

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

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 PCX. All

submissions should refer to File No.

SR–PCX–98–32 and should be

submitted by August 19, 1998.

For the Commission, by the Division of

Market Regulation, pursuant to delegated

authority.7

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 98–20191 Filed 7–28–98; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 34–40247; File No. SR–SCCP–

98–03]

Self-Regulatory Organizations; Stock

Clearing Corporation of Philadelphia;

Notice of Filing and Immediate

Effectiveness of a Proposed Rule

Change Reducing Certain Trade

Recording Fees

July 22, 1998.

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

Securities Exchange Act of 1934

(‘‘Act’’),1 notice is hereby given that on

June 30, 1998, the Stock Clearing

Corporation of Philadelphia (‘‘SCCP’’)

filed with the Securities and Exchange

Commission (‘‘Commission’’) the

proposed rule change as described in

Items I, II, and III below, which items

have been prepared primarily by SCCP.

The Commission is publishing this

notice to solicit comments on the

proposed rule change from interested

parties.

I. Self-Regulatory Organization’s

Statement of the Terms of Substance of

the Proposed Rule Change

The purpose of the proposed rule

change is to extend on a pilot basis for

three months through September 30,

1998, a reduction in SCCP’s fee

schedule for trade recording fees for

certain specialists.

II. Self-Regulatory Organization’s

Statement of the Purpose of, and

Statutory Basis for, the Proposed Rule

In its filing with the Commission,

SCCP included statements concerning

the purpose of and statutory basis for

the proposed rule change. The text of

these statements may be examined at