21230 Federal Register / Vol. 65, No. 77 / Thursday, April 20, 2000 / Notices

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

16 In approving this rule, the Commission has

considered its impact on efficiency, competition,

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

17See Amendment No. 2, supra note 4.

18 15 U.S.C. 78f(b)(5) and 78s(b)(2).

19 15 U.S.C. 78s(b)(2).

20 17 CFR 200.30–3(a)(12).

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

2 17 CFR 240.19b–4.

3 In Amendment No. 1, the Exchange withdrew

its request for implementation of a pilot program on

an accelerated basis, provided an opportunity for an

issuer to request a hearing (which a committee

could grant or deny), and added a specific day each

month on which committee members would be

available to conduct reviews. See letter from James

E. Buck, Senior Vice President and Secretary,

NYSE, to Richard Strasser, Assistant Director,

Division of Market Regulation (‘‘Division’’),

Commission, dated December 21, 1999

(‘‘Amendment No. 1’’).

4 In Amendment No. 2, the Exchange proposed

the following additional changes to: (1) give issuers

ten business days in which to notify the Exchange

of an intent to appeal: (2) run the notice and

document submission time period consecutively;

(3) expand the hearing cycle period from twenty

business days to twenty-five business days; and (4)

clarify in its rule language that the Committee

would be comprised of a majority of public

directors for purposes of delisting appeals. See

letter from James E. Buck, Senior Vice President

and Secretary, NYSE, to Richard Strasser, Assistant

Director, Division, Commission, dated March 7,

2000 (‘‘Amendment No. 2’’).

5 In Amendment No. 3, the Exchange made

technical changes to its proposed rule language. See

letter from James E. Buck, Senior Vice President

and Secretary, NYSE to Belinda Blaine, Associate

Director, Division, Commission, dated March 23,

2000 (‘‘Amendment’’).

SR–NYSE–00–12 and should be

submitted by May 11, 2000.

IV. Commission’s Findings and Order

Granting Approval of Proposed Rule

Change

The Commission finds that the

proposed rule change, as amended, is

consistent with the requirements of the

Act and the rules and regulations

thereunder applicable to a national

securities exchange, and in particular,

with the requirements of Section

6(b)(5),15 because the proposed rule is

designed to promote just and equitable

principles of trade, to remove

impediments to, and perfect the

mechanism of a free and open market

and, in general, to protect investors and

the public interest.16

Specifically, the Commission believes

that the Exchange’s proposed Affiliated

Company listing standard and related

continuing listing standard will permit

the Exchange, without compromising

the effectiveness of the Exchange’s

listing standards, to retain the listings of

its issuer’s carve-outs, spin-offs or

‘‘tracking stocks’’ that meet the

requirements of the Affiliated Company

standard. The Commission further

believes that the proposed rule change,

as amended, is consistent with the

Exchange’s obligation to remove

impediments to and perfect the

mechanism of a free and open market by

providing the NYSE with greater

flexibility in determining which equity

securities warrant inclusion in its

market. As such, the proposal should

allow the Exchange to add listings based

on the prospective entity’s relationship

with an NYSE listed company in good

standing that otherwise might not

qualify under its current original listing

criteria.

The NYSE has requested that the

Commission find good cause for

approving the proposed rule change, as

amended, prior to the thirtieth day after

the date of publication of notice in the

Federal Register. The Exchange

requested that the Commission

accelerate the effective date of the

proposed rule change so that issuers

engaged in transactions that would

result in Affiliated Companies could

avail themselves of the new standard by

April 12, 2000.17 The Commission

believes that it is reasonable to permit

the Exchange to implement the new

standard by April 12, 2000, as it would

allow issuers currently engaged in such

transactions to avail themselves of the

new listing standards after such date.

Accordingly, the Commission finds

good cause, consistent with Sections

6(b)(5) and 19(b)(2) of the Act,18 to

approve the proposed rule change, as

amended, on an accelerated basis.

It is therefore ordered, pursuant to

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

proposed rule change (SR–NSYE–00–

12), as amended, is hereby approved on

an accelerated basis.

For the Commission, by the Division of

Market Regulation, pursuant to delegated

authority.20

Jonathan G. Katz,

Secretary.

[FR Doc. 00–9916 Filed 4–19–00; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 34–42689; File No. SR–NYSE–

99–30]

Self-Regulatory Organizations; Notice

of Filing of Proposed Rule Change and

Amendment Nos. 1, 2, and 3 Thereto

by the New York Stock Exchange, Inc.

Relating to NYSE’s Procedures for

Delisting a Security and Related Issuer

Appeals

April 13, 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 June 23,

1999, the New York Stock Exchange,

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

the Securities and Exchange

Commission (‘‘Commission’’) the

proposed rule change. The Exchange

submitted Amendment No. 1 to its

proposal on December 27, 1999,3

Amendment No. 2 on March 9, 2000,4

and Amendment No. 3 on March 26,

2000.5 The proposed rule change is

described in Items I, II, and 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.

I. Self-Regulatory Organization’s

Statement of the Terms of Substance of

the Proposed Rule Change

The proposed rule change consists of

amendments to the Exchange’s Listed

Company Manual (‘‘Manual’’) and

NYSE Rule 499 regarding the

Exchange’s procedures for delisting a

security and the accompanying appeals

process available to the issuer. The text

of the proposed rule change follows.

New text is italicized and deleted text is

bracketed.

804.00 Procedure for Delisting

• If the Exchange staff should

determine that a security be removed

from the list, it will so notify the issuer

in writing, describing the basis for such

decision and the specific policy or

criterion under which such action is to

be taken. The Exchange will

simultaneously (1) issue a press release

disclosing the company’s status and

basis for the Exchange’s determination

and (2) begin appending a suffix to the

security’s ticker symbol identifying the

security’s status.

• The [Such] notice to the issuer shall

also inform the issuer of its right to a

review of the determination by [hearing

before] a Committee of the Board of

Directors of the Exchange (comprised of

a majority of public Directors), provided

a written request for such a review

[hearing] is filed with the Secretary of

the Exchange within ten business

[twenty] days after receiving the

aforementioned notice. Such review will

be conducted on the next monthly

Review Day which is at least 25 business

days from the date the request for

review is filed with the Secretary of the

Exchange. If the next Review Day is in

less than 25 business days, the review

will be scheduled for the following

Review Day.

Federal Register / Vol. 65, No. 77 / Thursday, April 20, 2000 / Notices 21231

• If the issuer does not request a

review [hearing] within the specified

period, the Exchange shall suspend

trading in the security and an

application shall be submitted by the

Exchange [S]staff to the Securities and

Exchange Commission to strike the

security from listing and a copy of such

application shall be furnished to the

issuer in accordance with Section 12 of

the Securities Exchange Act of 1934 and

the rules promulgated thereunder.

• If a review [hearing] is requested,

the review will be conducted by [hearing

will be held before] a Committee of the

Board of Directors [, consisting of at

least three public Directors and three

industry Directors]. A request for review

will ordinarily stay the suspension of

the subject security pending the review,

but the Exchange staff may immediately

suspend from trading any security

pending review should it determine that

such immediate suspension is necessary

or appropriate in the public interest, for

the protection of investors, or to

promote just and equitable principles of

trade. [The issuer and the Exchange staff

will be given at least 15 days written

advance notice of the time and date of

this hearing.]

• Any brief or memorandum dealing

with the issuer’s or the Exchange [S]

staff’s position as well as any other

written material which the

aforementioned parties want the

Committee to consider must be received

by [should be submitted to] the Office of

the General Counsel of the Exchange

within 17 business days from the date

the issuer receives the notice of its right

to a review [at least ten days prior to the

date of the hearing] so that such

material can be furnished [for review] to

the members of the Committee[, the

issuer, and the Exchange Staff]. Each

party must also serve such materials on

its counterparty simultaneously with the

submission to the Office of the General

Counsel of the Exchange. The

counterparty service must be made in

the same manner as such material is

filed with the Office of the General

Counsel of the Exchange.

• The Committee, in its sole

discretion upon written motion or either

party or upon its own motion, may

extend any of the time periods specified

above and may permit the parties to

make oral presentations on their Review

Day in accordance with such procedures

as the Committee may specify at the

time. If the Committee denies a request

by either party to make an oral

presentation, its reason for doing so

must be included in its written decision

on the review, which decision is

provided to all parties. [At the

hearing,the issuer and the Exchange [S]

staff must prove their respective cases

by presenting testimony, evidence, and

argument to the Committee. Both parties

may present any witnesses they wish

and all those witnesses and parties who

testify are subject to cross examination

by the opposing side and questioning

from the members of the Committee.

The form and manner in which the

actual hearing will be conducted will be

established by the Committee so as to

assure the orderly conduct of the

proceeding. At the hearing, the

Committee may require the parties to

furnish additional written information

which has come to its attention.]

• If [After the conclusion of the

proceeding,] the Committee decides

[shall make its decision. If said decision

is] that the security of the issuer should

be removed from listing, the Exchange

shall suspend trading in the security as

soon as practicable and an application

shall be submitted by the Exchange to

the Securities and Exchange

Commission to strike the security from

listing and registration and a copy of

such application shall be furnished to

the issuer in accordance with Section 12

of the Securities Exchange Act of 1934

and the rules promulgated thereunder. If

the Committee decides [decision is] that

the security should not be removed from

listing, the issuer will receive from the

Exchange a notice to that effect.

* * * * *

807.00 Voluntary Transfer to Another

Exchange by a Company that Falls

Below Criteria for Continued Listing

Where a company falls below the

criteria for continued listing, the

Exchange will permit the company, by

action of its Board of Directors, to

voluntarily transfer its listing, and/or its

principal market to another national

securities exchange and cooperate with

the company and the other exchange in

order to avoid any interruption in

trading. During this transition, the

Exchange will append an identifier

suffix to the ticker symbols of the

securities of the issuer identifying the

securities/status.

* * * * *

NYSE Constitution and Rules

* * * * *

Delisting of Securities, Suspension

From Dealings or Removal From List by

Action of the Exchange

* * * * *

Rule 499 Securities admitted to the

list may be suspended from dealings or

removed from the list at any time.

* * * Supplementary Material:

* * * * *

.70 Procedure for Delisting.—

a. If [New Listings and Corporation

Liaison] the Exchange staff should

determine that a security be delisted, it

will so notify the issuer in writing,

describing the basis for such decision

and the specific delisting policy or

criteria under which such action is to be

taken. The Exchange will

simultaneously (1) issue a press release

disclosing the company’s status and

basis for the Exchange’s determination

and (2) begin appending a suffix to the

security’s ticker symbol identifying the

security’s status. [Such] The notice to

the issuer shall also inform the issuer of

its right of a review of the determination

by [hearing before] a Committee of the

Board of Directors of the Exchange

(comprised of a majority of public

Directors), provided a written request

for such a review [hearing] is filed with

the Secretary of the Exchange within ten

business [twenty] days after receiving

the aforementioned notice. Such a

request will ordinarily stay the

suspension of the subject security

pending the review, but the Exchange

may immediately suspend from trading

any security pending review should it

determine that suspension is necessary

or appropriate in the public interest, for

the protection of investors, or to

promote just and equitable principles of

trade.

b. If the issuer does not request a

review [hearing] within the specified

period, the Exchange shall suspend

trading in the security and an

application shall be submitted by the

Exchange to the Securities and

Exchange Commission to strike the

security from listing and a copy of such

application shall be furnished to the

issuer in accordance with Section 12 of

the Securities Exchange Act of 1934 and

the rules promulgated thereunder.

c. If a review [hearing] is requested,

the [hearing will be held before] review

will be conducted by a Committee of the

Board of Directors[, consisting of at least

three public Directors and three

industry Directors. The issuer and New

Listings and Corporate Liaison will be

given at least fifteen days’ written

advance notice of the time and date of

the aforesaid hearing]. Such review will

be conducted on the next monthly

Review Day which is at least 25 business

days from the date the request for

review is filed with the Secretary of the

Exchange. If the next Review Day is in

less than 25 business days, the review

will be scheduled for the following

Review Day.

d. Any brief or memorandum dealing

with the issuer’s or [New Listings and

Corporate Liaison] the Exchange staff

21232 Federal Register / Vol. 65, No. 77 / Thursday, April 20, 2000 / Notices

6See Securities Exchange Act Release No. 41502,

64 FR 32588 (June 17, 1999).

7See Amendment No. 2, supra note 4.

8See Amendment No. 1, supra note 3. The

Committee’s denial could ultimately be grounds for

an appeal to the Commission. Id.

9See Amendment No. 2, supra note 4.

position as well as any other written

material which the aforementioned

parties want the Committee to consider

must be received by [should be

submitted to] the Office of the General

Counsel of the Exchange within

seventeen business days from the date

the issuer receives the notice of its right

to a review [at least ten days prior to the

date of the hearing] so that such

material can be furnished [for review] to

the members of the Committee[, the

issuer, and New Listings and Corporate

Liaison]. Each party must also serve

such materials on its counterparty

simultaneously with the submission to

the Office of the General Counsel of the

Exchange. The counterparty service

must be made in the same manner as

such material is filed with the Office of

the General Counsel of the Exchange.

e. The Committee, in its sole

discretion upon written motion of either

party or upon its own motion, may

extend any of the time periods specified

above and may permit the parties to

make oral presentations on their Review

Day in accordance with such procedures

as the Committee may specify at the

time. If the Committee denies a request

by either party to make an oral

presentation, its reason for doing so

must be included in its written decision

on the review, which decision is

provided to all parties.

[e. At the hearing, the issuer and New

Listings and Corporate Liaison must

prove their respective cases by

presenting testimony, evidence, and

argument to the Committee. Both parties

may present any witnesses they wish

and all those witnesses and parties who

testify are subject to cross examination

by the opposing side and questioning

from the members of the Committee.

The form and manner in which the

actual hearing will be conducted will be

established by the Committee so as to

assure the orderly conduct of the

proceeding. At the hearing, the

Committee may require the parties to

furnish additional written information

which has come to its attention.]

f. If [After the conclusion of the

proceeding,] the Committee decides

[shall make its decision. If said decision

is] that the security of the issuer be

removed from listing, the Exchange

shall suspend trading in the security as

soon as practicable and and application

shall be submitted by the Exchange to

the Securities and Exchange

Commission to strike the security from

listing and a copy of such application

shall be furnished to the issuer in

accordance with Section 12 of the

Securities Exchange Act of 1934 and the

rules promulgated thereunder. If the

Committee decides [decision is] that the

security should not be removed from

listing, the issuer will receive from the

Exchange a notice to that effect.

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. The

Exchange 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 modify the Exchange’s

procedures with regard to (1) delisting

a security and (2) the issuer’s appeal.

This proposed rule change both

streamlines the appeal process and

ensures notification to the public when

the Exchange staff determines a security

warrants the implementation of

suspension and delisting procedures.

The Exchange has found that too

much time sometimes elapses between

identification of a company as not

meeting the continued listing

requirements and the suspension of its

securities from trading, as well as

between the suspension from trading of

a security and the Exchange’s

subsequent application to the

Commission to delist the security. In

addition, the Board Committee that

hears appeals of companies which have

been suspended, has expressed concern

that the delisting decision has often

already been made and their oversight is

more a review of staff decisions as

opposed to consideration of an appeal

by the company. The Exchange believes

that it has already tightened its

procedures regarding monitoring and

delisting of companies falling below the

Exchange’s continued listing criteria in

a filing that was approved by the

Commission on June 9, 1999.6 In

addition, to expedite the Exchange’s

internal review process, the Committee

for Review of the Exchange’s Board of

Directors, which hears delisting appeals

by issuers, would be streamlined to

consist of its Public Directors and one

of its Industry Directors and would be

permitted to meet by telephone without

seeking the permission of the Chairman

of the Board.

The Exchange also has determined

that investors should be promptly

informed if a company is identified as

one that warrants commencement of

suspension and delisting procedures.

Thus, simultaneously with providing

the company with notice and an

opportunity to appeal, the Exchange

proposes to issue a press release

disclosing the status of the company

and the rationale for the determination.

The Exchange also proposes to append

an identifier suffix to ticker symbols of

securities that have been determined by

Exchange staff as warranting suspension

and delisting. Finally, in a change that

both addresses the timing issue and

responds to the anomaly of hearing an

issuer’s listing appeal after the

suspension in trading, the appeal would

also generally stay the suspension of

trading. Reviews would be conducted

on the next monthly review day, which

is at least 25 business days from the date

the issuer’s request for review is filed

with the Exchange.7

Specifically, with regard to the

changes to the appeal process and the

implementation of a press release

requirement, the Exchange proposes to

amend the Manual and NYSE Rule 499

as follows:

1. Implement a press release process

triggered by a staff decision to suspend

and delist security;

2. Clarify that a request for appeal

would stay the suspension unless the

staff determines that a stay is contrary

to the interest of the public and

investors;

3. Specify that issuers can request

before the Committee for Review and

that the Committee may grant or deny

such request, provided that an explicit

rationale for a denial is provided. 8

4. Shorten the time periods relating to

the appeal process such that (a) the

issuer must notify the Exchange of its

intent to appeal within ten business

days of receiving notice that the

Exchange staff has determined that its

security should be delisted and (b)

written submissions must be served

within seventeen business days from the

date the issuer received notice of its

right to review, 9 and

5. Clarify that counterparty service is

the responsibility of each party (not the

Office of the General Counsel) and that

Federal Register / Vol. 65, No. 77 / Thursday, April 20, 2000 / Notices 21233

10 15 U.S.C. 78f(b)(5). 11 17 CFR 200.30–3(a)(12).

such service must be made in the same

manner as service on the Office of the

General Counsel.

With regard to the identifier suffix,

the Exchange proposes to amend the

Manual in two sections. First, Para. 804

would be amended to specify that once

Exchange staff determines that a

security should be removed from the

list, the Exchange would not only issue

the current requisite press release, but

also would begin appending the

identifier suffix to the security’s ticker

symbol to indicate that is has

commenced proceedings to suspend and

delist the security. Second, Para. 807

would be amended to specify that

during a transition to another market,

the identifier suffix would be appended.

2. Statutory Basis

The Exchange believes that the basis

under the Act for the proposed rule

change is the requirement under section

6(b)(5) 10 that an Exchange have rules

that are designed to promote just and

equitable principles of trade, to remove

impediments to, and perfect the

mechanism of a free and open market

and, in general, to protect investors and

the public interest.

B. Self-Regulatory Organization’s

Statement on Burden on Competition

The Exchange does not believe that

the proposed rule change would 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 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

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 self-regulatory

organization consents, the Commission

will:

(A) by order approve the 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, as amended, 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 in Washington, D.C. Copies of

such filing will also be available for

inspection and copying at the principal

office of the Exchange. All submissions

should refer to SR–NYSE–99–30 and

should be submitted by May 11, 2000.

For the Commission, by the Division of

Market Regulation, pursuant to delegated

authority. 11

Jonathan G. Katz,

Secretary.

[FR Doc. 00–9918 Filed 4–19–00; 8:45 am]

BILLING CODE 8010–01–M

SMALL BUSINESS ADMINISTRATION

Data Collection Available for Public

Comments and Recommendations

ACTION: Notice and request for

comments.

SUMMARY: In accordance with the

Paperwork Reduction Act of 1995, this

notice announces the Small Business

Administration’s intentions to request

approval on a new, and/or currently

approved information collection.

DATES: Submit comments on or before

June 19, 2000.

ADDRESSES: Send all comments

regarding whether this information

collection is necessary for the proper

performance of the function of the

agency, whether the burden estimate is

accurate, and if there are ways to

minimize the estimated burden and

enhance the quality of the collection, to

Kenneth D. Simonson, Senior Economic

Advisor, Office of Advocacy, Small

Business Administration, 409 3rd Street,

SW, Suite 7800, Washington, DC 20416.

FOR FURTHER INFORMATION CONTACT:

Kenneth D. Simonson, Senior Economic

Advisor, 202–205–6973 or Curtis B.

Rich, Management Analyst, 202–205–

7030.

SUPPLEMENTARY INFORMATION:

Title: ‘‘Value of Worker Training

Programs to Small Business’’.

Form No: N/A.

Description of Respondents: Small

and Large Businesses.

Annual Responses: 2,400.

Annual Burden: 1,244.

Jacqueline White,

Chief, Administrative Information Branch.

[FR Doc. 00–9852 Filed 4–19–00; 8:45 am]

BILLING CODE 8025–01–P

DEPARTMENT OF TRANSPORTATION

Coast Guard

[USCG–2000–6942]

Commercial Fishing Safety Listening

Sessions

AGENCY: Coast Guard, DOT.

ACTION: Notice of meeting; Change of

location.

SUMMARY: The location of the Coast

Guard Commercial Fishing Vessel

Safety Action Plan Listening Session, on

Saturday, May 20, 2000, from 10 a.m. to

2 p.m. has been changed. The meeting

has been moved from the Italian

American Club, 1903 Cabrillo Avenue,

San Pedro, California to Canetti’s

Seafood Grotto, 309 East 22nd Street,

San Pedro, California.

FOR FURTHER INFORMATION CONTACT: For

questions on this notice, contact

Lieutenant Jennifer Williams, or Ensign

Chris O’Neal, telephone 202–267–2008,

fax 202–267–0506.

SUPPLEMENTARY INFORMATION: Original

notice of this meeting was published in

the Federal Register, Volume 65,

Number, March 16, 2000.

Dated: April 13, 2000.

R.C. North,

Rear Admiral, U.S. Coast Guard, Assistant

Commandant for Marine Safety and

Environmental Protection.

[FR Doc. 00–9936 Filed 4–19–00; 8:45 am]

BILLING CODE 4910–15–M