For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.\15\
\15\ 17 CFR 200.303(a)(12).
Florence E. Harmon,
Acting Secretary.
[FR Doc. E826894 Filed 111208; 8:45 am]
BILLING CODE 801101P

SUMMARY: New York Stock Exchange LLC,

DOCUMENT BODY 2: November 5, 2008.

Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 1934 (the ``Act''),\2\ and Rule 19b4 thereunder,\3\ notice is hereby given that on October 28, 2008, New York Stock Exchange, LLC (the ``NYSE'' or the ``Exchange'') filed with the Securities and Exchange Commission (``Commission'' or ``SEC'') the proposed rule change as described in Items I and II 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. \1\ 15 U.S.C. 78s(b)(1).
\2\ 15 U.S.C. 78a.
\3\ 17 CFR 240.19b4.
I. SelfRegulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change

The Exchange proposes to amend Section 802.01C of the Exchange's Listed Company Manual (the ``Manual'') to provide that the Exchange will require a U.S. company, upon receiving written notification that it has fallen below the Exchange's $1.00 stock price requirement over a 30 tradingday average, to issue a press release within the same amount of time as allotted by the SEC for the company to disclose such an occurrence, but in any event no later than four business days after receipt of notification from the Exchange, and will require a nonU.S. company to issue a press release within 30 days of receiving written notification from the Exchange that it has fallen below the Exchange's $1.00 stock price requirement. The text of the proposed rule change is available on the Exchange's Web site (http://www.nyse.com), at the Exchange's Office of the Secretary, and at the Commission's Public Reference Room.
II. SelfRegulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change

In its filing with the Commission, the selfregulatory organization 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 NYSE has prepared summaries, set forth in Sections A, B and C below, of the most significant aspects of such statements.
A. SelfRegulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change

1. Purpose

The Exchange proposes to amend Section 802.01C of the Manual to provide that the Exchange will require a U.S. company, upon receiving written notification that it has fallen below the Exchange's $1.00 stock price requirement over a 30 tradingday average, to issue a press release within the same amount of time as allotted by the SEC for the company to disclose such an occurrence, but in any event no later than four business days after receipt of notice from the company. The Exchange will require a nonU.S. company to issue a press release within 30 days of receiving written notification from the Exchange that it has fallen below the Exchange's $1.00 stock price requirement. By doing so, the Exchange is conforming its requirements under Section 802.01C to the press release requirements in relation to other notifications of events of noncompliance as set forth in Section 802.02 (for domestic companies) and Section 802.03 (for foreign private issuers).\4\
\4\ See Exchange Act Release No. 58487 (September 8, 2008), 73 FR 53303 (September 15, 2008) (SRNYSE200859). Nothing in this proposal affects a company's obligations to disclose material news in a timely fashion. See Section 202.05 of the Manual. There are currently no companies that have received notifications from the Exchange regarding noncompliance with the Exchange's stock price continued listing requirements and that have not already issued the required press release. As such, the revised time periods this filing establishes for companies that are noncompliant under Sections 802.01C (including foreign companies) will apply only to those companies that receive a notice of noncompliance subsequent to the submission of this filing.

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Currently, Section 802.01C of the Manual 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 stock price requirement. Section 802.01C also provides that, if the company fails to issue a press release by the deadline specified by the rule, the Exchange will itself issue the requisite press release. However, SEC rules require the company to file a Form 8K giving notice of that event within four business days of being notified by the Exchange.\5\ The Exchange believes that its own requirement is too long in light of the much earlier public notice required by the Form 8K rule and that it is appropriate for the Exchange to issue a press release on the subject itself if the company has not acted within the period provided by Form 8K and in any event no later than four business days after receipt of notification from the Exchange. The 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 802.01C.
\5\ Item 3.01 of Form 8K requires a registrant to file a Form 8K 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.

Currently, Section 802.01C of the Manual requires a nonU.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 stock price requirement. Section 802.01C also provides that, if the company fails to issue a press release by the deadline specified by the rule, the Exchange will itself issue the requisite press release. While foreign private issuers are not subject to the Form 8K requirement imposed on domestic issuers, the Exchange believes that 90 days is an excessive period to give companies to make such a material disclosure. Based on our experience with these companies, 30 days would be more than sufficient. As such, the Exchange proposes to shorten from 90 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. If the issuer does not issue a press release within that 30 day period, the Exchange will do so.

While Section 802.01C establishes maximum time periods for the issuance of press releases, the Exchange believes that companies should issue their press releases concerning any notice of noncompliance they receive from the Exchange as soon as possible after receipt of such notification and should not wait until close to the end of the permitted period before doing so.

2. Statutory Basis

The basis under the Securities Exchange Act of 1934 (the ``Act'') \6\ for this proposed rule change is the requirement under Section 6(b)(5) \7\ 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 a national market system and, in general, to protect investors and the public interest. In particular, the Exchange believes that the proposed amendment protects investors and the public interest by ensuring the prompt disclosure of material information with respect to listed companies. \6\ 15 U.S.C. 78a et seq.
\7\ 15 U.S.C. 78f(b)(5).
B. SelfRegulatory 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 purpose of the Exchange Act.
C. SelfRegulatory 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: (i) Does not significantly affect the protection of investors or the public interest; (ii) does not impose any significant burden on competition; and (iii) does not become operative for 30 days after the date of the 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 19b4(f)(6) thereunder.\9\
\8\ 15 U.S.C. 78s(b)(3)(A).
\9\ 17 CFR 240.19b4(f)(6). Pursuant to Rule 19b4(f)(6)(iii) under the Act, the Exchange is required to give the Commission written notice of its intent to file the proposed rule change, along with a brief description and text of the proposed rule change, at least five business days prior to the date of filing of the proposed rule change, or such shorter time as designated by the Commission. The Exchange has satisfied this requirement.

A proposed rule change filed pursuant to Rule 19b4(f)(6) under the Act \10\ normally does not become operative for 30 days after the date of its filing. However, Rule 19b4(f)(6)(iii) \11\ permits the Commission to designate a shorter time if such action is consistent with the protection of investors and the public interest. The Exchange has requested that the Commission waive the 30day operative delay. \10\ 17 CFR 240.19b4(f)(6).

\11\ 17 CFR 240.19b4(f)(6)(iii).

The Commission believes that waiving the 30day operative delay is consistent with the protection of investors and the public interest because it will allow the Exchange to immediately conform the press release timing requirements for companies that are noncompliant with the Exchange's $1.00 stock price test in Section 802.01C of the Manual with the press release timing requirements in Sections 802.02 and 802.03 of the Manual that apply to companies that are noncompliant with the Exchange's other continued listing standards.\12\ Because the Commission recently approved these similar timing requirements in Sections 802.02 and 802.03 of the Manual,\13\ the Commission believes that the proposed rule change raises no new regulatory issues. The Commission also notes that the prior changes to these other sections of the Manual were subject to full notice and comment, and the Commission received one comment in support of that proposal. Further, the Commission notes that the proposed rule change will provide investors with earlier press release notification that a company has fallen out of compliance with the Exchange's stock price requirement and also avoids any confusion for domestic companies by conforming the time periods in the NYSE rules with current Commission requirements for the filing of the Form 8K. For these reasons, the Commission designates that the proposed rule change become operative immediately upon filing.\14\
\12\ See continued listing standards in Section 802.01 of the Manual.
\13\ See supra note 4.
\14\ For purposes only of waiving the 30day operative delay, the Commission has considered the proposed rule's impact on efficiency, competition, and capital formation. 15 U.S.C. 78c(f).

At any time within 60 days of the filing of the proposed rule change, the Commission may summarily abrogate the rule change if it appears to the Commission that such action is
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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

For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.\15\
\15\ 17 CFR 200.303(a)(12).
Florence E. Harmon,
Acting Secretary.
[FR Doc. E826894 Filed 111208; 8:45 am]
BILLING CODE 801101P