[Federal Register Volume 66, Number 45 (Wednesday, March 7, 2001)]
[Notices]
[Pages 13821-13822]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 01-5539]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-44018; File No. SR-NYSE-01-04]


Self-Regulatory Organizations; Notice of Filing and Immediate 
Effectiveness of Proposed Rule Change by the New York Stock Exchange, 
Inc., to Extend the Pilot Regarding Shareholder Approval of Stock 
Option Plans Through March 31, 2001

February 28, 2001.
    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 February 26, 2001, 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, 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.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of 
Substance of the Proposed Rule Change

    The Exchange proposes to extend, until March 31, 2001, the 
effectiveness of the amendments to section 312.01, 312.03 and 312.04 of 
the Exchange's Listed Company Manual with respect to the definition of 
a ``broadly based'' stock option plan, which amendments were approved 
by the Commission on a pilot basis (the ``Pilot'') on June 4, 1999.\3\
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    \3\ Securities Exchange Act Release No. 41479, 64 FR 31667 (June 
11, 1999).
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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
    On July 12, 2000, the Exchange filed a proposed rule change seeking 
to extend the effectiveness of the Pilot until September 30, 2003.\4\ 
Following receipt of comments from interested parties and the SEC 
staff, on January 19, 2001, the Exchange filed an Amendment No. 1 to 
that filing proposing to shorten the three-year extension until 
September 30, 2001, and to amend the definition of ``broadly based'' 
under the Exchange's rule.\5\ Prior to the filing of Amendment No. 1, 
the Pilot had been extended to provide the Commission and the Exchange 
with additional time to review and evaluate comment letters submitted 
to the Commission regarding the Extension Proposal.\6\
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    \4\ Securities Exchange Act Release No. 43111 (August 2, 2000), 
65 FR 49046 (August 10, 2000) (``Extension Proposal'').
    \5\ See letter from James E. Buck, Senior Vice President and 
Secretary, NYSE, to Nancy J. Sanow, Assistant Director, Division of 
Market Regulation, SEC dated January 18, 2001 and accompanying 
amended Form 19b-4 (``Amendment No. 1'').
    \6\ See Securities Exchange Act Release No. 43647 (November 30, 
2000), 65 FR 77407 (December 11, 2000) (proposal to extend the 
effectiveness of the pilot through February 28, 2001). See also 
Securities Exchange Act Release No. 43329 (October 2, 2000), 65 FR 
58833 (October 2, 2000) (proposal to extend the effectiveness of the 
pilot period through November 30, 2000).
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    The Exchange now proposes to further extend the effectiveness of 
the Pilot until March 31, 2001 to provide the Commission and the 
Exchange with additional time to complete the review and evaluation of 
the above-referenced comment letters.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with section 6(b)(5) of the Act,\7\ which requires, among other things, 
that the rules of an exchange be designed to prevent fraudulent and 
manipulative acts and practices, to promote just and equitable 
principles of trade, to foster cooperation and coordination with 
persons engaged in 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.
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    \7\ 15 U.S.C. 78f(b)(5).
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B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change will 
impose

[[Page 13822]]

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 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

    Because the proposed rule change (1) does not significantly affect 
the protection of investors or the public interest; (2) does not impose 
any significant burden on competition; and (3) does not become 
operative for 30 days from the date of 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\8\ and Rule 19b-
4(f)(6)\9\ thereunder.\10\
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    \8\ 15 U.S.C. 78s(b)93)(A).
    \9\ 17 CFR 240.19b-4(f)(6).
    \10\ As required under Rule 19b-4(f)(6)(iii), the Exchange 
provided the Commission with written notice of its intent to file 
the proposed rule change at least five business days prior to the 
filing date or such shorter time as designated by the Commission.
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    A proposed rule change filed under Rule 19b-4(f)(6)\11\ normally 
does not become operative prior to 30 days after the date of filing. 
However, pursuant to Rule 19b-4(f)(6)(iii),\12\ the commission may 
designate a shorter time if such action is consistent with the 
protection of investors and public interest. The Exchange seeks to have 
the proposed rule change become operative on or before February 28, 
2001, in order to allow the Pilot to continue in effect on an 
uninterrupted basis.
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    \11\ 17 CFR 240.19b-4(f)(6).
    \12\ 17 CFR 240.19b-4(f)(6)(iii).
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    The Commission, consistent with the protection of investors and the 
public interest, has determined to make the proposed rule change 
operative immediately through March 31, 2001. The extension of the 
Pilot will provide the Commission with additional time to review and 
evaluate the Extension Proposal.
    The Commission notes that unless the Pilot is extended, the Pilot 
will expire and the provisions of Sections 312.01, 312.03, and 312.04 
of the Exchange's Listed Company Manual that were amended in the Pilot 
will revert to those in effect prior to June 4, 1999. The Commission 
believes that such a result could lead to confusion.
    Based on these reasons, the Commission believes that it is 
consistent with the protection of investors and the public interest 
that the proposed rule change become operative immediately through 
March 31, 2001. At any time within 60 days of the filing of the 
proposed 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.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views and 
arguments concerning the foregoing, including whether the proposal 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 NYSE. All 
submissions should refer to File No. SR-NYSE-01-04 and should be 
submitted by March 28, 2001.

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\13\
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    \13\ 17 CFR 200.30-3(a)(12).
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Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 01-5539 Filed 3-6-01; 8:45 am]
BILLING CODE 8010-01-M