Federal Register / Vol. 74, No. 66 / Wednesday, April 8, 2009 / Notices 16029 

5The IPA MP Pend Function differs from the 

MPCS in this regard. Under the MPCS system, IPAs 

are not required to release items or invoke their 

right to refuse to pay each day since the MPs not 

acted on are rolled over into the next business day’s 

processing queue. 6 15 U.S.C. 78q–1(b)(3)(F). 

7 15 U.S.C. 78q–1. 

8 15 U.S.C. 78s(b)(2). 

9 In approving the proposed rule change, the 

Commission considered the proposal’s impact on 

efficiency, competition, and capital formation. 15 

U.S.C. 78c(f). 10 17 CFR 200.30–3(a)(12). 1 15 U.S.C. 78s(b)(1). 

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4 17 CFR 240.19b–4(f)(6). 

5See Securities Exchange Act Release No. 58741 

(October 6, 2008), 73 FR 60378 (October 10, 2008) 

(SR–NYSE–2008–97). 6Companies listed under the Earnings Test are 

considered to be below compliance standards if 

their average global market capitalization over a 

consecutive 30-trading-day period is less than 

$75,000,000 and, at the same time, total 

stockholders’ equity is less than $75,000,000. In 

addition Section 802.01B requires all listed 

companies to maintain a minimum of $25 million 

in global market capitalization and Section 802.01C 

requires all listed companies to maintain a $1.00 

minimum stock price. 

3 p.m. Eastern Time, the IPA will be 

required to (1) release all items held in 

pend or (2) invoke its right to refuse to 

pay.5 If the IPA takes no action by 3 

p.m. Eastern Time, the pending items 

will be released by DTC for normal 

processing. 

All MP Pend requests will be timestamped and will be immediately 

effective. Participants with MMI 

positions will be able to ascertain which 

MPs have been placed in pend status by 

the IPA. 

Each time it uses the IPA MP Pend 

Function to create a pend request or 

make a change to its profile, the IPA 

will be required to represent and 

warrant that it has authority to submit 

the request appearing on the IPA’s 

screen and that it will either release the 

items held in pend by 3 p.m. Eastern 

Time on the date of maturity or by such 

time communicate to DTC that it refuses 

to pay. Additionally, the IPA must 

acknowledge that it understands and 

agrees that all MPs will be released for 

normal processing if it does not 

communicate its intention to refuse to 

pay DTC by 3 p.m. Eastern Time. In 

extraordinary circumstances, DTC will 

maintain its ability to set the pend 

request based on an issuer acronym, 

product, program, base number, or 

globally for all IPAs or for individual 

IPAs. In all circumstances, the IPA will 

maintain its right to notify DTC of its 

refusal to pay. 

III. Discussion 

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 registered clearing 

agency. In particular, the Commission 

believes the proposal is consistent with 

the requirements of Section 

17A(b)(3)(F),6 which requires, among 

other things, that the rules of a clearing 

agency are designed to remove 

impediments to and perfect the 

mechanisms of a national system for the 

prompt and accurate clearance and 

settlement of securities transactions. 

IV. Conclusion 

On the basis of the foregoing, the 

Commission finds that the proposal is 

consistent with the requirements of the 

Act and in particular with the 

requirements of Section 17A of the Act7

and the rules and regulations 

thereunder. 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,8 that the 

proposed rule change (File No. SR– 

DTC–2009–02) be, and hereby is, 

approved.9

For the Commission by the Division of 

Trading and Markets, pursuant to delegated 

authority.10

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–7977 Filed 4–7–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–59684; File No. SR–NYSE– 

2009–32] 

Self-Regulatory Organizations; Notice 

of Filing and Immediate Effectiveness 

of Proposed Rule Change by New York 

Stock Exchange LLC To Extend Until 

August 31, 2009, the Application of the 

NYSE Arca Transfer Standard 

April 1, 2009. 

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

Securities Exchange Act of 1934 (the 

‘‘Exchange Act’’),2 and Rule 19b–4 

thereunder,3 notice is hereby given that 

on March 17, 2009, New York Stock 

Exchange LLC (the ‘‘NYSE’’ or the 

‘‘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 Exchange. The Exchange has 

designated this proposal eligible for 

immediate effectiveness pursuant to 

Rule 19b–4(f)(6) 4 under the Exchange 

Act. 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 amend 

Section 102.01C of the Listed Company 

Manual (the ‘‘Manual’’) to extend until 

August 31, 2009, the application of the 

special initial listing standard 

applicable only to companies that are 

listed on NYSE Arca, Inc. (‘‘NYSE 

Arca’’). 

The text of the proposed rule change 

is available on the Exchange’s Web site 

(http://www.nyse.com), at the 

Exchange’s Office of the Secretary and 

at the Commission’s Public Reference 

room. 

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 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 

Section 102.01C of the Manual 

includes an initial listing standard that 

is applicable only to companies that are 

listed on NYSE Arca, Inc. (‘‘NYSE 

Arca’’) as of October 1, 2008 and that 

transfer to the Exchange on or before 

March 31, 2009 (the ‘‘NYSE Arca 

Transfer Standard’’).5 The NYSE Arca 

Transfer Standard was adopted in 

connection with NYSE Euronext’s 

business strategy of consolidating its 

equities listings on two of the three U.S. 

registered securities exchanges it 

owns—the NYSE and NYSE Alternext 

US LLC. As part of this transition, the 

Exchange wished to offer the 

opportunity to list on the NYSE to all 

suitable NYSE Arca companies. Most 

companies currently listed on NYSE 

Arca would meet the NYSE’s continued 

listing requirements set forth in Section 

802.01B of the Manual for companies 

listed under the Exchange’s Earnings 

Test.6 However, a number of these 

companies that meet the NYSE’s 

continued listing standards do not 

qualify to list under any of the existing 


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16030 Federal Register / Vol. 74, No. 66 / Wednesday, April 8, 2009 / Notices 

7Companies transferring from NYSE Arca under 

the NYSE Arca Transfer Standard are required to 

have $75 million in total market capitalization for 

90 consecutive days prior to applying for listing and 

$20 million in market value of publicly-held shares 

(but not the $100 million market value of publiclyheld shares requirement of Section 102.01B). Such 

companies have to meet the holders, publicly-held 

shares and trading volume requirements set forth in 

Section 102.01A and the $4 stock price requirement 

of Section 102.01B. 8 17 CFR 240.a51–1(a)(ii). 

9 15 U.S.C. 78f(b). 

10 15 U.S.C. 78f(b)(5). 

NYSE initial listing standards. In order 

to list these companies, the Exchange 

adopted the NYSE Arca Transfer 

Standard.7

At the time of initial adoption of the 

NYSE Arca Transfer Standard, the 

Exchange believed that all of the NYSE 

Arca companies that were suitable for 

NYSE listing would be able to transfer 

prior to March 31, 2009. However, due 

to the turbulent market conditions of 

recent months, a number of these 

companies have experienced significant 

reductions in their stock prices and, 

consequently, are not currently 

qualified for listing on the NYSE. 

Companies whose total market 

capitalization has fallen below $75 

million are particularly problematic, as 

the NYSE Arca Transfer Standard 

requires companies to exceed this 

threshold for at least 90 consecutive 

days prior to applying for listing. Any 

company whose total market 

capitalization is currently below $75 

million would not have sufficient time 

prior to March 31 to meet this 

requirement even if its total market 

capitalization exceeded $75 million on 

the date of this filing. In light of the 

extraordinary market conditions, the 

Exchange proposes to extend from 

March 31 to August 31, 2009, the life of 

the NYSE Arca Transfer Standard. The 

Exchange believes that this extension 

will enable companies to transfer from 

NYSE Arca to the NYSE that, but for the 

overall decline in the equities markets, 

would have qualified to transfer during 

the life of the NYSE Arca Transfer 

Standard as initially adopted. 

The Exchange believes it is 

appropriate to extend the time period 

during which it can apply the NYSE 

Arca Transfer Standard as a short-term 

listing standard applicable only to 

NYSE Arca companies. These 

companies listed on NYSE Arca on the 

assumption that it would exist as a 

permanent listing market and it is solely 

because of a business decision made by 

NYSE Euronext that these companies 

will need to transfer their listings. Many 

of these companies listed on NYSE Arca 

because of its association with the NYSE 

and in the expectation that they would 

ultimately switch their listing to the 

NYSE when they met the NYSE’s listing 

standards. As such, the Exchange 

believe that fairness dictates that it 

should seek to list these companies on 

the NYSE where such a listing is 

appropriate and in the interests of the 

investing public. 

The NYSE will only list companies 

under the NYSE Arca Transfer Standard 

if it believes that those companies are 

suitable for trading on the NYSE. All of 

the companies that would be listed 

under the NYSE Arca Transfer Standard 

will far exceed the NYSE’s continued 

listing standards at the time of initial 

listing and will be in compliance with 

NYSE Arca continued listing standards. 

In addition, the same staff in NYSE 

Regulation’s Financial Compliance and 

Corporate Governance groups is 

responsible for ongoing compliance 

reviews of both NYSE and NYSE Arca 

companies. As such, the NYSE 

Regulation staff involved in making 

initial listing determinations on the 

NYSE is extremely familiar with the 

companies currently listed on NYSE 

Arca and is uniquely positioned to 

determine whether those companies are 

suitable for listing on the NYSE. The 

Exchange believes its depth of 

knowledge with respect to NYSE Arca 

companies makes it appropriate to list 

them on this one time basis under a less 

onerous standard than the Exchange 

applies to other listing applicants. 

Companies listing under the NYSE Arca 

Transfer Standard will be subject to the 

standard listing application and review 

process applicable to all listing 

applicants and, if Exchange staff 

determine that an NYSE Arca company 

is not suitable for listing on the NYSE— 

notwithstanding its qualification under 

the numerical requirements of the NYSE 

Arca Transfer Standard—the Exchange 

will not list that company. 

The requirements of the NYSE Arca 

Transfer Standard exceed those 

established by Exchange Act Rule 3a51– 

1(a)(2) (the ‘‘Penny Stock Rule’’).8 The 

NYSE Arca Transfer Standard’s 

requirement that an applicant have $75 

million in global market capitalization 

for 90 days prior to transferring from 

NYSE Arca exceeds the $50 million 

market capitalization for 90 days prior 

to listing option in the Penny Stock 

Rule, as well as the $50 million market 

capitalization requirement of Rule 

3a51–1(a)(2)(i)(B). In addition, 

companies listing under the NYSE Arca 

Transfer Standard will be required at 

the time of transfer to have a $4 stock 

price, 400 round lot holders and 1.1 

million publicly held shares, thereby 

meeting or exceeding all of the Penny 

Stock Rule’s remaining requirements. 

Companies listing under the NYSE 

Arca Transfer Standard will have to 

comply with all other applicable 

Exchange listing rules, including the 

Exchange’s corporate governance 

requirements. As with all other listing 

applicants, the Exchange reserves the 

right to deny listing to any company 

seeking to list under the NYSE Arca 

Transfer Standard if the Exchange 

determines that the listing of any such 

company is not in the interests of the 

Exchange or the public interest. 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

Section 6(b) 9 of the Exchange Act, in 

general, and furthers the objectives of 

Section 6(b)(5) of the Exchange Act 10 in 

particular in that it is designed to 

promote just and equitable principles of 

trade, to foster cooperation and 

coordination with persons engaged in 

regulating, clearing, settling, processing 

information with respect to, and 

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. The Exchange believes 

that the proposed amendment is 

consistent with the protection of 

investors and the public interest in that 

the requirements of the NYSE Arca 

Transfer Standard are sufficiently 

stringent that the proposed amendment 

will not lead to the listing of any 

companies that are not suited for listing 

on the NYSE. In addition, the proposal 

applies for a limited period to a small 

number of companies that are subject to 

unique and disadvantageous 

circumstances. 

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 Exchange Act. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

Written comments were neither 

solicited nor received. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Because the proposed rule change: (i) 

Does not significantly affect the 


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Federal Register / Vol. 74, No. 66 / Wednesday, April 8, 2009 / Notices 16031 

11 15 U.S.C. 78s(b)(3)(A). 

12 17 CFR 240.19b–4(f)(6). Pursuant to Rule 19b– 

4(f)(6)(iii) under the Act, the Exchange is required 

to give the Commission written notice of its intent 

to file the proposed rule change, along with a brief 

description and text of the proposed rule change, 

at least five business days prior to the date of filing 

of the proposed rule change, or such shorter time 

as designated by the Commission. The Exchange 

has satisfied this requirement. 

13 17 CFR 240.19b–4(f)(6). 

14 17 CFR 240.19b–4(f)(6)(iii). 

15For purposes only of waiving the 30-day 

operative delay, the Commission has considered the 

proposed rule’s impact on efficiency, competition, 

and capital formation. 15 U.S.C. 78c(f). 

16 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3 17 CFR 240.19b–4(f)(6). 

protection of investors or the public 

interest; (ii) does not impose any 

significant burden on competition; and 

(iii) does not become operative for 30 

days after the date of the 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) of the Act 11 and Rule 19b– 

4(f)(6) thereunder.12

A proposed rule change filed 

pursuant to Rule 19b–4(f)(6) under the 

Act 13 normally does not become 

operative for 30 days after the date of its 

filing. However, Rule 19b–4(f)(6)(iii) 14

permits the Commission to designate a 

shorter time if such action is consistent 

with the protection of investors and the 

public interest. The Exchange has 

requested that the Commission waive 

the 30-day operative delay. 

The Commission believes that 

waiving the 30-day operative delay is 

consistent with the protection of 

investors and the public interest 

because it would allow the exchange to 

keep in place, without interruption, the 

operation of the NYSE Arca Transfer 

Standard. 

The Commission expects that the 

Exchange will deny listing to any 

company seeking to list pursuant to the 

proposed rule change if the Exchange 

determines that the listing of any such 

company is not in the interests of the 

Exchange or the public interest. In 

accordance with the terms of the 

proposed rule, the Exchange will apply 

this standard only for the very narrow 

category of companies, listed on NYSE 

Arca as of October 1, 2008, that transfer 

to the Exchange on or before August 31, 

2009. Since NYSE Regulation’s 

Financial Compliance and Corporate 

Governance groups are responsible for 

ongoing compliance reviews of both 

NYSE and NYSE Arca companies, the 

Commission believes the Exchange 

should be sufficiently familiar with 

companies seeking to transfer to be able 

to determine if any such company is an 

appropriate transfer candidate. The 

Commission expects the NYSE to only 

list those NYSE Arca transfers which 

they believe, through their past 

expertise reviewing these companies, 

are suitable for trading on the NYSE and 

the maintenance of fair and orderly 

markets. For these reasons, the 

Commission designates that the 

proposed rule change become operative 

immediately upon filing.15

At any time within 60 days of the 

filing of the proposed rule change, the 

Commission may summarily abrogate 

the 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 Exchange 

Act. Comments may be submitted by 

any of the following methods: 

Electronic Comments 

• Use the Commission’s Internet 

comment form (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an e-mail to rulecomments@sec.gov. Please include File 

Number SR–NYSE–2009–32 on the 

subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Elizabeth M. Murphy, Secretary, 

Securities and Exchange Commission, 

100 F Street, NE., Washington, DC 

20549–1090. 

All submissions should refer to File 

Number SR–NYSE–2009–32. This file 

number should be included on the 

subject line if e-mail is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

Internet Web site (http://www.sec.gov/ 

rules/sro.shtml). 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, on official business days between 

the hours of 10 a.m. and 3 p.m. Copies 

of the filing also will be available for 

inspection and copying at the principal 

office of the Exchange. All comments 

received will be posted without change; 

the Commission does not edit personal 

identifying information from 

submissions. You should submit only 

information that you wish to make 

available publicly. All submissions 

should refer to File Number SR–NYSE– 

2009–32 and should be submitted on or 

before April 29, 2009. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.16

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–7870 Filed 4–7–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–59685; File No. SR– 

NYSEAmex–2009–04] 

Self-Regulatory Organizations; Notice 

of Filing and Immediate Effectiveness 

of Proposed Rule Change by NYSE 

Amex LLC To Modify Its Annual Report 

Distribution Requirements 

April 1, 2009. 

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

Securities Exchange Act of 1934 (the 

‘‘Exchange Act’’),1 and Rule 19b–4 

thereunder,2 notice is hereby given that 

on March 23, 2009, NYSE Amex LLC 

(‘‘NYSE Amex’’ or the ‘‘Exchange’’) filed 

with the Securities and Exchange 

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

the proposed rule change as described 

in Items I and II below, which Items 

have been prepared by the Exchange. 

The Exchange has designated this 

proposal eligible for immediate 

effectiveness pursuant to Rule 19b– 

4(f)(6) 3 under the Exchange Act. 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 amend the 

requirements of the Company Guide 

with respect to the distribution of 

annual reports. The text of the proposed 

rule change is available on the 

Exchange’s Web site (http:// 

www.nyse.com), at the Exchange’s 


rwilkins on PROD1PC63 with NOTICES