[Federal Register: February 25, 1999 (Volume 64, Number 37)] [Notices] [Page 9369-9370] From the Federal Register Online via GPO Access [wais.access.gpo.gov] [DOCID:fr25fe99-116] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Release No. 34-41054; File No. SR-NYSE-98-48] Self-Regulatory Organizations; Order Approving Proposed Rule Change by the New York Stock Exchange, Inc. Permanently Approving a Pilot Program Amending Paragraph 902.02 of the Exchange's Listed Company Manual to Reduce Listing Fees for Amalgamations February 16, 1999. I. Introduction On December 28, 1998, the New York Stock Exchange, Inc. (``NYSE'' or ``Exchange'') submitted to 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 establishing a pilot program to amend paragraph 902.02 of the Exchange's Listed Company Manual (``Manual'') and seeking permanent approval of the pilot program. Paragraph 902.02 of the Manual contains the schedule of current listing fees for companies listing securities on the Exchange. --------------------------------------------------------------------------- \1\ 15 U.S.C. 78s(b)(1). \2\ 17 CFR 240.19b-4. --------------------------------------------------------------------------- The proposed rule change was published for comment in the Federal Register on January 15, 1999.\3\ The Commission received no comments on the proposal. This order approves the proposal. --------------------------------------------------------------------------- \3\ See Securities Exchange Act Release No. 40887 (January 6, 1999), 64 FR 2693 (Notice of filing and order granting partial accelerated approval to the proposed rule change establishing a pilot program to reduce initial listing fees for amalgamations. The pilot expires on April 5, 1999.) --------------------------------------------------------------------------- II. Description of Proposal The proposed rule change amends the listed company fee schedule, set forth in Paragraph 902.02 of the Manual, as it applies to certain business combinations. Specifically, the Exchange is codifying its long-standing interpretation of the term ``amalgamation,'' and deleting language inconsistent with the application of that definition. Further, the Exchange is making non-substantive clarifications to the provision of the Manual that states that the fee for a company listing as a result of an amalgamation is 25% of the basic initial fee. The Exchange's long-standing interpretation of the term ``amalgamation'' is the consolidation of two or more NYSE-listed companies into a new company. The Exchange is proposing to codify this definition into Paragraph 902.02 of the Manual. While language to that effect currently exists in the Manual, a ``housekeeping'' change is required to clarify that (1) an amalgamation is defend as the consolidation of two or more NYSE-listed companies into a new listed company, and (2) a reduced initial fee will be applied to listing resulting from an amalgamation. A further housekeeping change is required as the result of a recent change to Paragraph 902.02 of the Manual, currently in effect as a pilot, which implemented a reduced listing fee for mergers between an NYSE-listed company and a non-NYSE listed company.\4\ Specifically, current language is being deleted from the rule that refers to the merger of listed companies into an unlisted company which becomes listed.\5\ This language is no longer necessary in light of the recent amendments. --------------------------------------------------------------------------- \4\ See Securities Exchange Act Release No. 40698 (November 20, 1998), 63 FR 65833 (November 30, 1998). \5\ When an NYSE-listed company merges with another NYSE-listed company that becomes unlisted and then lists on the NYSE, the full fee shall apply. Telephone conversation between Daniel Beyda, Associate General Counsel, NYSE; David Sieradzki, Special counsel, Division of Market Regulation (``Division''), Commission; and Robert Long, Attorney, Division, Commission on January 4, 1999. --------------------------------------------------------------------------- III. Discussion The Commission finds that the proposed rule change is consistent with the requirements of the Act \6\ and the rules and regulations thereunder applicable to a national securities exchange, and in particular, with the provisions of Section 6 of the Act.\7\ More specifically, the Commission believes that the proposed rule change is consistent with Section 6(b)(4) of the Act, which requires that the rules of an exchange assure the equitable allocation of reasonable dues, fees, and other charges among members, issuers, and other persons using its facilities.\8\ The Commission believes that the proposal enhances the clarity of the Manual with respect to initial listing fees. As a result, the Commission finds that the proposal is consistent with the Act. --------------------------------------------------------------------------- \6\ In permanently approving the pilot, the Commission considered the pilot's impact on efficiency, competition, and capital formation. 15 U.S.C. 78c(f). \7\ 15 U.S.C. 78f. \8\ 15 U.S.C. 78f(B)(4). --------------------------------------------------------------------------- IV. Conclusion It is therefore ordered, pursuant to Section 19(b)(2) of the Act,\9\ that the [[Page 9370]] proposed rule change (SR-NYSE-98-48) is approved. \9\ 15 U.S.C. 78s(b)(2). --------------------------------------------------------------------------- For the Commission, by the Division of Market Regulation, pursuant to delegated authority.\10\ --------------------------------------------------------------------------- \10\ 17 CFR 200.30-3(a)(12). --------------------------------------------------------------------------- Jonathan G. Katz, Secretary. [FR Doc. 99-4633 Filed 2-24-99; 8:45 am] BILLING CODE 8010-01-M