Federal Register / Vol. 65, No. 77 / Thursday, April 20, 2000 / Notices 21227

10 15 U.S.C. 78s(b)(3)(A)(ii).

11 17 CFR 240.19b-4(f)(2).

12Because Amendment No. 1 replaces the

original proposal, the 60 day period will be

calculated based on a March 31, 2000 filing date.

13 In reviewing this proposal, the Commission has

considered its impact on efficiency, competition,

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

14 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 NYSE clarified the

method of analysis of a listed company’s goodstanding status. See letter from James E. Buck,

Senior Vice President and Secretary, NYSE, to

Belinda Blaine, Associate Director, Division of

Market Regulation (‘‘Division’’, SEC, dated March

24, 2000 (‘‘Amendment No. 1’’).

4 In Amendment No. 2, the Exchange proposed to

apply the changes proposed in Amendment No. 1

to paragraph 102.01C, U.S. companies, to paragraph

103.01B, Non-U.S. companies. The Exchange also

proposed to delete the proposed rule text from

paragraph 802.01C which would have applied the

Price Criteria standard to a situation which is the

subject of a separate proposed rule change by the

Exchange. Furthermore, the Exchange changed their

request for accelerated approval to April 12 from

April 10, 2000, and the Exchange expanded their

explanation of the proposed rule change in the

purpose section of the filing. See letter from James

E. Buck, Senior Vice President and Secretary,

NYSE, to Belinda Blaine, Associate Director,

Division, SEC, dated April 11, 2000 (‘‘Amendment

No. 2’’).

5The formatting of the components in the

proposed Affiliated Company listing standard were

changed from capital letters (A, B, C, and D) to

numbers (1, 2, 3, and 4). Telephone conversation

between James Duffy, Senior Vice President and

Associate General Counsel, NYSE, and Heather

Traeger, Attorney, Division, SEC, on April 12, 2000.

C. Self-Regulatory Organization’s

Statement on Comments on the

Proposed Rule Change Received From

Members, Participants, or Others

Nasdaq did not solicit or receive

written comments on the proposed rule

change.

III. Date of Effectiveness of the

Proposed Rule Change and Timing for

Commission Action

The proposed rule change has become

immediately effective pursuant to

Section 19(b)(3)(A)(ii) of the Act 10 and

Rule 19b–4(f)(2) thereunder,11 in that it

establishes or changes a due, fee or

other charge imposed by the

Association. At any time within 60

days 12 of the filing of such 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.13

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 20549–0609. 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 NASD. All

submissions should refer to the File No.

SR–NASD–00–10 and should be

submitted by May 11, 2000.

For the Commission, by the Division of

Market Regulation, pursuant to delegated

authority. 14

Jonathan G. Katz,

Secretary.

[FR Doc. 00–9878 Filed 4–19–00; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 34–42671; File No. SR–NYSE–

00–12]

Self-Regulatory Organizations; Notice

of Filing and Order Granting

Accelerated Approval of Proposed

Rule Change and Amendment Nos. 1

and 2 Thereto by the New York Stock

Exchange, Inc. Relating to Original and

Continued Listing Standards for

Affiliated Companies

April 12, 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 March 15,

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, and II below, which Items

have been prepared by the Exchange.

On March 28, 2000, the Exchange

submitted Amendment No. 1 to the

proposed rule change.3 On April 12,

2000, the Exchange submitted

Amendment No. 2 to the proposed rule

change.4 The Commission is publishing

this notice to solicit comments on the

proposed rule change, as amended, from

interested persons and to grant

accelerated approval to the proposed

rule change and Amendment Nos. 1 and

2.

I. Self-Regulatory Organization’s

Statement of the Terms of Substance of

the Proposed Rule Change

The proposed rule change consists of

amendments to Sections 102.01B,

102.01C, 103.01A, 103.01B, 802.01B and

802.01C of the Listed Company Manual

(‘‘Manual’’) of the Exchange. These

sections of the Manual set forth the

financial original and continued listing

standards of the Exchange. The text of

the proposed rule change, as amended,

is as follows. New text is italicized.

NYSE Listed Company Manual

* * * * *

Section 1

The Listing Process

* * * * *

102.01B. A company must demonstrate

an aggregate market value of

publicly-held shares of $60,000,000

for companies that list either at the

time of their initial public offerings

(‘‘IPOs’’)(C) or as a result of spinoffs or under the Affiliated

Company standard, and

$100,000,000 for other companies

(D).

102.01C. A company must meet one of

the following financial standards:

* * * * *

(IV) Affiliated Company Standard 5

(1) Market capitalization of $500

million or greater (as evidenced by

written representation from the

underwriter, company, or its investment

advisor);

(2) Minimum of 12 months of

operations (although it is not required to

have been a separate corporate entity

for such period);

(3) Parent or affiliated company is a

listed company in good standing (as

evidenced by written representation

from the company or its financial

advisor excluding that portion of the

balance sheet attributable to the new

entity); and

(4) Parent/affiliated company retains

control* of the entity or is under

common control* with the entity.

* ‘‘Control’’ for these purposes will mean

the ability to exercise significant influence

over operating and financial policies, and

will be presumed to exist when the parent

involved holds directly or indirectly 20% or

more of the entity’s voting stock. Other idicia

21228 Federal Register / Vol. 65, No. 77 / Thursday, April 20, 2000 / Notices

6The formatting of the components in the

proposed Affiliated Company listing standard were

changed from capital letters (E, F, G, and H) to

numbers (1, 2, 3 and 4). Id.

that may be taken into account for this

purpose include board representation,

participation in policymaking processes,

material intercompany transactions,

interchange of managerial personnel, and

technological dependency. This test is taken

from and intended to be consistent with

generally accepted accounting principles

regarding use of the equity method of

accounting for an investment in common

stock.

* * * * *

103.01A. A company must meet the

following distribution and size

requirements

* * * * *

Market value of publicly-held shares

(A)—$100 million Worldwide(B)

or for companies listing under the

Affiliated Company standard—$60

million Worldwide(B)

103.01B. A company must meet one of

the following financial standards:

* * * * *

OR

(IV) Affiliated Company Standard 6

(1) Market capitalization of $500

million or greater (as evidenced by

written representation from the

underwriter, company, or its investment

advisor);

(2) Minimum of 12 months of

operations (although it is not required to

have been a separate corporate entity

for such period);

(3) Parent or affiliated company is a

listed company in good standing (as

evidenced by written representation

from the company or its financial

advisor excluding that portion of the

balance sheet attributable to the new

entity); and

(4) parent/affiliated company retains

control* of the entity or is under

common control* with the entity.

* ‘‘Control’’ for these purposes will mean

the ability to exercise significant influence

over operating and financial policies, and

will be presumed to exist when the parent

involved holds directly or indirectly 20% or

more of the entity’s voting stock. Other

indicia that may be taken into account for

this purpose include board representation,

participation in policymaking processes,

material intercompany transactions,

interchange of managerial personnel, and

technological dependency. This test is taken

from and intended to be consistent with

generally accepted accounting principles

regarding use of the equity method of

accounting for an investment in common

stock.

* * * * *

Section 8

Suspension and Delisting

802.01B Numerical Criteria for Capital

or Common Stock.

* * * * *

Affiliated Companies—Will not be

subject to the $50 million market

capitalization and stockholders’ equity

test unless the parent/affiliated

company no longer controls the entity or

such parent/affiliated company itself

falls below the continued listing

standards in this section.

Funds will be subject to immediate

suspension and delisting procedures if

(1) the average market capitalization

over 30 consecutive trading days is

below $15,000,000 or (2) the Fund

ceases to maintain its closed-end status.

The Exchange will notify the fund if the

average market capitalization falls

below $25,000,000 and advise the fund

of the delisting standard. Funds are not

subject to the procedures outlined in

Paras. 802.02 and 802.03.

* * * * *

802.01C Price Criteria

* * * * *

Notwithstanding the foregoing, if the

subject security is a stock listed under

the Affiliated Company standard where

the parent remains in ‘‘control’’ as the

term is used in that standard, the

Exchange may determine whether to

apply the Price Criteria to such security

after evaluating the financial status of

the company and/or the parent/

affiliated company, as the case may be.

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 III 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 add a new original listing

standard and related continued listing

standard to the Exchange’s listing

criteria.

According to the Exchange,

companies in the current capital

markets are employing strategies to

‘‘unlock value’’ in a portion of their

business, particularly internet-related

business. These include initial public

offerings which spin-off or carve-out a

subsidiary, as well as issuing ‘‘tracking

stocks,’’ i.e., stocks of an issuer that are

intended to track the value of a portion

of the issuer’s business. Currently, the

Exchange lists tracking stocks as

additional shares of a listed issuer, but

requires carve-outs and spin-offs to

separately qualify under the original

listing standards, even when the

transaction is similar in many respects

to one involving a tracking stock. The

Exchange represents that its issuers,

given a substantial continuing interest

in these new entities, would like to keep

them listed on the Exchange, and the

Exchange agrees that in many cases that

would appear to be appropriate.

Accordingly, the Exchange is proposing

to adopt a new Affiliated Company

original listing standard, and a related

continuing listing standard, that would

accommodate these companies. The

Exchange notes that conventional

‘‘tracking stocks’’ will continue to be

listed without specific separate financial

standards as they qualify as additional

classes of securities of the already listed

company.

Currently, all domestic companies

listing on the Exchange must meet the

distribution and minimum public

market capitalization standards set forth

in Sections 102.01A and 102.01B of the

Manual, and Non-U.S. companies must

meet the standards set forth in Section

103.01A. The Exchange notes that the

pertinent sections of the Manual to this

proposed rule change are Sections

102.01C and 103.01B, which set forth

the financial criteria an applicant must

meet. In applying the proposed

Affiliated Company standard, therefore,

applicants must comply with Sections

102.01A and 102.01B for domestic

companies and Section 103.01A for

Non-U.S. companies. The proposed

changes to Sections 102.01C and

103.01B, which are identical, set forth

four components as the minimum

listing criteria for Affiliate Companies,

including: (a) that the company have a

market capitalization of $500 million or

greater; (b) that the company have been

in operation for a minimum of 12

months; (c) that the parent or affiliated

company is a listed company in good

standing; and (d) that the parent/

affiliated company retains control of the

entity or is under common control with

the entity.

First, the Exchange proposes that the

market capitalization of the Affiliated

Federal Register / Vol. 65, No. 77 / Thursday, April 20, 2000 / Notices 21229

7The Exchange notes that a similar change has

been proposed regarding applicability of the Price

Criteria to second classes of securities. This

proposed change has been filed with the

Commission (SR–NYSE–00–08).

8 15 U.S.C. 78f(b)(5).

9The Exchange noted that all comments were

verbal, with the exception of one written comment

received via electronic mail. See Amendment No.

1, supra note 3.

10 Id.

11 Id.

12 Id.

13 Id.

14 Id.

Company must be at least $500 million

to ensure the entity is of a size for which

the new standard is appropriate. With

respect to this requirement, the

Exchange will require written

representation from the underwriter,

company or its investment adviser, as

applicable, in order to establish that the

new entity will have a minimum market

capitalization of $500 million. The

Exchange notes that the public market

value of the Affiliated Company, as with

spin-offs and carve outs, for example,

must be at least $60 million.

Second, the Exchange proposes a

maturation component that would

require a minimum of twelve months of

operations prior to the new listing. In

this regard, the Exchange seeks to

ensure that the entity is an appropriate

candidate for the new standard by

demonstrating operations for at least

one year. The Exchange notes that there

is no requirement that the entity be a

separate corporate entity for such

period, as it believes that such a

construct is often not utilized by large

corporations with multiple operating

units.

Third, the proposed standard would

require a two-part test with regard to the

parent or affiliated company. First, it

must be a listed company in good

standing. The Exchange represents that

in determining whether the parent/

affiliate is in good standing, it will take

into consideration the portion of the

business that is becoming the new

company. Specifically, in determining

the stockholders’ equity of the parent,

the portion applicable to the new entity

not retained by the parent/affiliate

would be deducted. The Exchange will

require written representation from the

underwriter, company or its investment

advisor, as applicable, in order to

establish that the parent/affiliate will

remain in good standing following he

severance of the new entity. In adopting

this approach, the Exchange seeks to

prevent any double counting of the

value of the new entity during the

listing process. Second, the parent/

affiliate must retain a certain amount of

control (or be under common control).

The Exchange believes the appropriate

threshold at which to set a presumption

of control is 20%. The Exchange will

evaluate all inter-locking elements

between the parent and the new entity

in making the determination of whether

sufficient control is retained such that

the Affiliated Company standard is

appropriate.

In addition to the proposed initial

listing standard, the Exchange is

proposing two changes to its continued

listings standards. To maintain listing

on the Exchange, companies must

exceed a conjunctive test of at least both

$50 million in market capitalization and

$50 million in shareholders’ equity, and

a stand-along market capitalization

minimum of at least $15 million. With

respect to companies listed under the

proposed Affiliated Company standard,

the conjunctive test in Section 802.01B

of the Manual would only be applied in

the event that the parent/affiliated

company no longer controls the entity

or the parent/affiliated company itself

fell below the continued listing

standard. In this regard, the Exchange

believes that, so long as the parent is in

good financial standing and control is

maintained, the new entity should be

subject only to the minimum standard

of $15 million in market capitalization.

The second proposed change to the

continued listing standards pertains to

Section 802.01C of the Manual. This

section imposes a $1 Price Criteria, so

that a security for which the stock price

has fallen below $1 would be

considered by the Exchange to be below

continued listing standards. Again, the

Exchange believes that, so long as the

control elements continue to be in

place, the application of the Price

Criteria may not necessarily be

appropriate. In this regard, the Exchange

will evaluate the financial status of both

the new company and the parent/

affiliated company.7

2. Statutory Basis

The Exchange represents that the

proposed rule change is consistent with

the requirement under Section 6(b)(5) of

the Act; 8 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 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 solicited comments

from its Legal Advisory Committee and

Listed Company Advisory Committee.

All comments received from the two

Committees were in support of the

proposed amendments.9 The sole

written comment support the proposal

because transactions that result in

Affiliated companies ‘‘maximize value

and return to operational units of a more

controllable size.’’10 This commenter

also stated that fees on Affiliated

Company listings should be addressed

at some point, and suggested that there

should be a notion of a segregated

operational unit, division, or

management in addition to the 12

months of operating results.11 In

addition, this commenter questioned

whether the 12-month benchmark is

sufficient.12

In response to this commenter, the

Exchange stated that it will address the

issue of fees separately, and noted that

most divisions that evolve into separate

entities are segregated with a

management structure in place in the

particular division.13 The Exchange

further stated that it believes 12 months

provides a sufficient benchmark as it

would allow for an adequate gauge of

credibility that the division was not

formed solely to effectuate the

transaction.14

III. 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. Copies of such filings will also be

available for inspection and copying at

the principal office of the NYSE. All

submissions should refer to File No.

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.