Notice of Filing and Immediate Effectiveness of Proposed Rule Change by the New York Stock Exchange, Inc. Relating to the Implementation of the Exchange's Audit Committee Rules

SECURITIES AND EXCHANGE COMMISSION

(Release No. 34-42434; File No. SR-NYSE-00-04)

February 16, 2000

Self-Regulatory Organizations; Notice of Filing and Immediate Effectiveness of Proposed Rule Change by the New York Stock Exchange, Inc. Relating to the Implementation of the Exchange's Audit Committee Rules

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 4, 2000, the New York Stock Exchange, Inc. ("NYSE" or "Exchange") filed with the Securities and Exchange Commission ("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.

I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change

The proposed rule change consists of a clarification of the transition policy for the recently approved rules governing audit committees.3

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 NYSE 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. 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 clarify that a listed company that does not have an audit committee member with "accounting or related financial management expertise" has eighteen months from December 14, 1999, the date of approval of SR-NYSE-99-39, to recruit an individual with such experience. Thus, regardless of the number of members of a company's audit committee, the company need only ensure that by June 14, 2001, the requisite individual is added to its audit committee. The Exchange intends to disseminate this clarification in a letter that will specifically state that, in pertinent part, "Companies will also have until June 14, 2001 (eighteen months from the date of Commission approval) to appoint an audit committee member who satisfies the requirement for one member with financial management expertise. [303.01 (B)(2)(c)]." The foregoing clarification has no effect on the implementation of the "financial literacy" requirement set forth in Section 303.01(B)(2)(b), as described in SR-NYSE-99-39.

2. Statutory Basis

The proposed rule change is consistent with Section 6(b) of the Act4 in general, and furthers the objectives of Section 6(b)(5)5 in particular, in that it is designed to promote just and equitable principles of trade, remove impediments to a free and open market and a national market system, and 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 has not solicited or received written comments on the proposed rule change.

III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action

Because the foregoing rule change constitutes a stated policy, practice, or interpretation with respect to the meaning, administration, or enforcement of an existing rule, it has become effective pursuant to Section 19(b)(3)(A)(i) of the Act6 and subparagraph (f)(1) of Rule 19b-47 thereunder. 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.8

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 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 in 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of such filing will also be available for inspection and copying at the principal office of the NYSE. All submissions should refer to the File No. SR-NYSE-00-04 and should be submitted by [insert date 21 days from date of publication].

For the Commission, by the Division of Market Regulation, pursuant to delegated authority.9

Jonathan G. Katz

Secretary

Footnotes

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

2
17 CFR 240.19b-4.

3See Securities Exchange Act Rel. No. 42233 (Dec. 14, 1999), 64 FR 71529 (Dec. 21, 1999) (approving SR-NYSE-99-39).

4
15 U.S.C. 78f(b).

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

6
15 U.S.C. 78s(b)(3)(A)(i).

7
17 CFR 240.19b-4(f)(1).

8
In reviewing this proposal, the Commission has considered its impact on efficiency, competition, and capital formation. 15 U.S.C. 78c(f).

9
17 CFR 200.30-3(a)(12).