Federal Register / Vol. 73, No. 179 / Monday, September 15, 2008 / Notices 53303 

26 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 58235 

(July 28, 2008), 73 FR 45262. 

4See email from R. Cameron Brewer, dated 

August 23, 2008. 

5The Exchange notes that companies that are 

incorporated in jurisdictions outside the United 

States but that do not qualify as foreign private 

issuers are treated as domestic companies for 

purposes of Section 802.02. 

6 Item 3.01 of Form 8–K requires a registrant to 

file a Form 8–K within four business days of receipt 

of notice from the national securities exchange that 

maintains the principal listing for any class of the 

registrant’s common equity that the registrant or 

such class of the registrant’s securities does not 

satisfy a rule or standard for continued listing on 

the exchange. 

Commission may summarily abrogate 

such rule change if it appears to the 

Commission that such action is 

necessary or appropriate in the public 

interest, for the protection of investors, 

or otherwise in furtherance of the 

purposes of the Act. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

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–NASDAQ–2008–073 on the 

subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 

Commission, 100 F Street, NE., 

Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–NASDAQ–2008–073. 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 such filing will also 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– 

NASDAQ–2008–073 and should be 

submitted on or before October 6, 2008. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.26

Florence E. Harmon, 

Acting Secretary. 

[FR Doc. E8–21392 Filed 9–12–08; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–58487; File No. SR–NYSE– 

2008–59] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Order 

Approving Proposed Rule Change To 

Reduce the Period Within Which 

Companies Must Issue a Press 

Release After the Exchange Notifies 

Them That They Are Noncompliant 

With Exchange Listing Requirements 

September 8, 2008. 

I. Introduction 

On July 22, 2008, the New York Stock 

Exchange LLC (‘‘NYSE’’ or ‘‘Exchange’’) 

filed with the Securities and Exchange 

Commission (‘‘Commission’’), pursuant 

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

Exchange Act of 1934 (‘‘Act’’) 1 and Rule 

19b–4 thereunder,2 a proposed rule 

change to reduce the period within 

which companies must issue a press 

release after the Exchange notifies them 

that they are noncompliant with 

Exchange listing requirements. The 

proposed rule change was published for 

comment in the Federal Register on 

August 4, 2008.3 The Commission 

received one comment in support of the 

proposal.4 This order approves the 

proposed rule change. 

II. Description of the Proposal 

Section 802.02 of the NYSE’s Listed 

Company Manual (the ‘‘Manual’’) 

currently requires a U.S. company to 

issue a press release within 45 days of 

receiving written notification from the 

Exchange that it has fallen below the 

Exchange’s continued listing standards. 

This section further provides that if the 

company fails to issue the press release 

during the allotted 45 days, the 

Exchange will issue the requisite press 

release. Similarly, Section 802.03 of the 

Manual currently requires a non-U.S. 

company to issue a press release within 

90 days of receiving written notification 

from the Exchange that it has fallen 

below the Exchange’s listing standards. 

In addition, if the company fails to issue 

the press release during the allotted 

time, the Exchange will issue the 

required press release. 

The Exchange proposes to amend 

Section 802.02 of the Manual to provide 

that a U.S. company must disclose 

receipt of written notification that it has 

fallen below the Exchange’s listing 

standards by issuing a press release 

within the amount of time allotted by 

the SEC for companies to disclose such 

an occurrence, but in any event, no later 

than four business days after receipt of 

notification from the Exchange.5

Further, the amended rule would 

provide that the Exchange will issue a 

press release on the subject itself if the 

company has not acted within this 

allotted period. The Exchange notes that 

Commission rules currently require 

companies to file a Form 8–K within 

four business days of being notified by 

the Exchange that it does not satisfy a 

rule or standard for continued listing on 

the Exchange.6 The Exchange, therefore, 

believes that the current time period in 

its own rules of 45 days is too long in 

light of the much earlier public notice 

required by the Form 8–K rule. 

The Exchange also proposes to amend 

Section 802.03 of the Manual to require 

a non-U.S. company to issue a press 

release within 30 days of receiving 

written notification that it has fallen 

below the Exchange’s listing standard. 

Further, if the company does not issue 

a press release within that 30-day 

period, the Exchange will do so. The 

Exchange notes that, while foreign 

private issuers are not subject to the 

Form 8–K requirement imposed on 

domestic issuers, the Exchange believes 

that 90 days is an excessive period to 

give companies to make such a material 

disclosure. As such, the Exchange 

proposes to reduce from 90 days to 30 

days the period within which foreign 

private issuers must issue a press 

release with regard to a notification by 

the Exchange of noncompliance with 

Exchange listing standards. 

III. Discussion 

After careful review, the Commission 

finds that the proposed rule change is 

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53304 Federal Register / Vol. 73, No. 179 / Monday, September 15, 2008 / Notices 

7 15 U.S.C. 78f(b)(5). 

8 In approving this proposed rule change, the 

Commission has considered the proposed rule’s 

impact on efficiency, competition, and capital 

formation. See 15 U.S.C. 78c(f). 

9See supra note 5. 

10The Commission also notes that nothing in this 

proposal affects a company’s obligations to disclose 

material news in a timely fashion. See Section 

202.05 of the Manual. 

11 15 U.S.C. 78s(b)(2). 

12 17 CFR 200.30–3(a)(12). 

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

2 15 U.S.C. 78a. 

3 17 C.F.R. 40.19b–4. 

4This rule proposal affects the following 

securities: FRE Voting common stock; FRE 19Z Zero 

Coupon Subordinated Capital Debentures, due 

November 29, 2019; FRE PR B Variable Rate, NonCumulative Preferred Stock; FRE PR F 5% NonCumulative Preferred Stock; FRE PR G Variable 

Rate, Non-Cumulative Preferred Stock; FRE PR H 

5.1% Non-Cumulative Preferred Stock; FRE PR K 

5.79% Non-Cumulative Preferred Stock; FRE PR L 

Variable Rate, Non-Cumulative Preferred Stock; 

FRE PR M Variable Rate, Non-Cumulative Preferred 

Stock; FRE PR Q Variable Rate, Non-Cumulative 

Preferred Stock; FRE PR P 6% Non-Cumulative 

Preferred Stock; FRE PR N Variable Rate, NonCumulative Preferred Stock; FRE PR O 5.81% NonCumulative Preferred Stock; FRE PR R 5.7% NonCumulative Preferred Stock; FRE PR S Variable 

Rate, Non-Cumulative Perpetual Preferred Stock; 

FRE PR T 6.42% Non-Cumulative Perpetual 

Preferred Stock; FRE PR U 5.9% Non-Cumulative 

Perpetual Preferred Stock; FRE PR V 5.57% NonCumulative Perpetual Preferred Stock; FRE PR W 

5.66% Non-Cumulative Perpetual Preferred Stock; 

FRE PR X 6.02% Non-Cumulative Perpetual 

Preferred Stock; FRE PR Y 6.55% Non-Cumulative 

Perpetual Preferred Stock; FRE PR Z Fixed-toFloating Rate Non-Cumulative Perpetual Preferred 

Stock, $1.00 Par Value; FNM Common stock; FNM 

19Z Zero Coupon Subordinated Capital Debentures 

due October 9, 2019; FNM 14Z Zero Coupon 

Debentures due July 5, 2014; FNA 8.75% NonCumulative Mandatory Convertible Prefered Stock, 

Series 2008–1; FNM PR H 5.81% Non-Cumulative 

Preferred Stock, Series H; FNM PR L 5.125% NonCumulative Preferred Stock, Series L; FNM PR M 

4.75% Non-Cumulative Preferred Stock, Series M; 

FNM PR N 5.50% Non-Cumulative Preferred Stock, 

Series N, without par value; FNM PR G Variable 

Rate, Non-Cumulative Preferred Stock, Series G; 

FNM PR P Variable Rate, Non-Cumulative Preferred 

Stock, Series P; FNM PR Q 6.75% Non-Cumulative 

Preferred Stock, Series Q; FNM PR R 7.625% NonCumulative Preferred Stock, Series R; FNM PR S 

Fixed-to-Floating Rate Non-Cumulative Preferred 

Stock, Series S; FNM PR T 8.25% Non-Cumulative 

Preferred Stock, Series T; FNM PR F Variable Rate, 

Non-Cumulative Preferred Stock, Series F; FNM PR 

I 5.375% Non-Cumulative Preferred Stock, Series I. 

See email from Dan Labovitz, Vice President, Office 

of the General Counsel, NYSE Euronext, to Nathan 

Saunders, Special Counsel, Commission, dated 

September 8, 2008 (‘‘September 8 Email’’). 

consistent with the requirements of the 

Act and the rules and regulations 

thereunder applicable to a national 

securities exchange and, in particular, 

with Section 6(b)(5) of the Act,7 which 

requires, among other things, that the 

rules of a national securities exchange 

be designed to prevent fraudulent and 

manipulative acts and practices, to 

promote just and equitable principles of 

trade, to remove impediments to, and 

perfect the mechanism of, a free and 

open market and a national market 

system and, in general, to protect 

investors and the public interest.8

The Commission believes that it is 

appropriate for the NYSE to align the 

timing requirement in Section 802.02 of 

the Manual for issuance of a press 

release when a company has received 

notice that it has fallen below the 

Exchange’s continued listing standards 

with the Commission’s timing 

requirement for providing notification 

of such event on the Form 8–K. The 

Commission believes that this change 

will ensure that a company issues a 

press release no later than the date it is 

currently required to file a Form 8–K 

providing notice of such event. The 

Commission notes that the amended 

rule provides that the company must 

issue a press release within the time 

period allotted by SEC rules, but in any 

event, no longer than four business days 

after notification. The Commission 

believes that reducing the time period 

from 45 days to 4 days within which 

companies must issue a press release is 

consistent with the protection of 

investors and the public interest 

because it will provide investors with 

earlier press release notification that the 

company has fallen out of compliance 

with Exchange listing requirements and 

avoids any confusion by conforming the 

time periods in the NYSE rules with 

current Commission requirements. 

Further, the Commission believes that 

it is appropriate for the NYSE to reduce 

from 90 days to 30 days the period 

within which non-U.S. companies must 

issue a press release regarding a 

notification by the Exchange of 

noncompliance with the Exchange’s 

listing standards. The Commission 

believes that this change should still 

allow companies sufficient time to make 

the required disclosure, while at the 

same time providing investors with a 

more timely notification of important 

news that the company does not satisfy 

a rule or standard for continued listing 

on the Exchange. The Commission notes 

that non-U.S. companies that do not 

qualify as foreign private issuers would 

have to comply with the amended 

disclosure for domestic companies 

pursuant to Section 802.02.9

The Commission also believes that it 

is appropriate for the Exchange to issue 

a press release itself in the event that a 

company has not acted within the new 

time periods required by this proposed 

rule change. This will ensure that 

investors are provided notification of a 

company’s non-compliance in a timely 

fashion, regardless of a company’s 

failure to meet the timing requirements 

of these rules. The Commission notes 

that the existing rule being amended 

herein did allow the Exchange to make 

such disclosure under the longer time 

periods. This proposal will permit a 

continuation of this authority, but with 

the updated time periods.10

For the reasons set forth above, the 

Commission finds that the proposed 

rule change is consistent with the Act. 

IV. Conclusion 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,11 that the 

proposed rule change (SR–NYSE–2008– 

59) be, and hereby is, approved. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.12

Florence E. Harmon, 

Acting Secretary. 

[FR Doc. E8–21332 Filed 9–12–08; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–58488; File No. SR–NYSE– 

2008–81] 

Self-Regulatory Organizations; Notice 

of Filing and Immediate Effectiveness 

of Rule Proposed by New York Stock 

Exchange LLC To Suspend the 

Operation of NYSE Rule 123D With 

Respect to Trading in the Securities of 

Fannie Mae and Freddie Mac 

September 8, 2008. 

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

Securities Exchange Act of 1934 (the 

‘‘Act’’) 2 and Rule 19b–4 thereunder,3

notice is hereby given that, on 

September 8, 2008, New York Stock 

Exchange LLC (‘‘NYSE’’ or the 

‘‘Exchange’’) filed the original filing 

with the Securities and Exchange 

Commission (the ‘‘Commission’’) the 

proposed rule change as described in 

Items I, II, and III below, which Items 

have been prepared by the selfregulatory organization. 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 

New York Stock Exchange LLC 

(‘‘NYSE’’ or the ‘‘Exchange’’) is 

proposing to suspend the operation of 

NYSE Rule 123D(3) with respect to 

trading in all securities of Fannie Mae 

and Freddie Mac.4 The suspension 

would operate through the close of 

primary trading on the NYSE on 

September 15, 2008. If additional time 

is needed, the Exchange will submit 

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