Last
Modified: 07/08/2004204.00 Notices
by the Company to the Exchange
(A) Prompt Written Notice to the
Exchange
Prompt written notice to the Exchange is required in connection
with certain actions or events. These notices are essential for the
Exchange to exercise its self-regulatory responsibilities under the
Securities Exchange Act of 1934, including its function of
providing a fair and orderly market for a company's securities.
Filings required of the company under the 1934 Act do not satisfy
the company's obligation to give prompt written notice to the
Exchange.
Prompt written notice is required and is in addition to notice
given through the Exchange's telephone alert procedures. (See Para.
202.06(B).)
While the Exchange does take note of advertisements, circulars, SEC
filings and news items appearing in the public press, such material
is not acceptable as authoritative advice from the company. As to
many matters concerning which notice is required, some action on
the part of the Exchange may be necessary and such action can only
be taken on the basis of direct, authoritative advice from the
company.
(B) Filings with the Exchange
The Exchange, as well as the SEC, requires that listed
companies file certain SEC reports and other materials (such
as proxies and prospectuses) with the Exchange. Since
all domestic and non-U.S. listed companies are required
to file their periodic and current reports, as well as other
materials, through the SEC's Electronic Data Gathering
Analysis and Retrieval (EDGAR) system, the Exchange will access
certain SEC documents through that system and, except as
provided below, will not require a listed company to
file hard copies of SEC filings with the Exchange.
Specifically, the Exchange only requires companies to file hard
copies of materials necessary to support a listing
application (see Paras. 703.00 & 903.00), proxy materials
(see Para. 402.00) and any filings made on Form 6-K that are not
required to be filed through EDGAR.
The paragraphs which follow in this section are intended only as a
convenient reference and should not be regarded as interpreting
fully the listing agreement or the requirements of the Exchange in
respect to the matters itemized.
Last
Modified: 07/01/1998204.01
PublicityImmediate publicity must be given to
the calling of a shareholders' meeting where any matter affecting
the rights or privileges of shareholders or any other matter not of
routine nature is to be considered. This publicity should
adequately describe the matter to be considered.
Last
Modified: 06/01/1986204.02
Agencies, Changes inFive business days' advance notice is
required to be given to the Exchange with respect to the proposed
appointment of a new transfer agent, registrar, trustee or fiscal
agent for listed securities whether such appointment is to be made
in addition to, or in replacement of, an existing facility. These
agents must be qualified based on specific Exchange standards.
Contact your Exchange representative for advice on this matter and
see Section 6 hereof.
Last
Modified: 07/01/1998204.03
Amendment of Charter or By-LawsFour copies of any notice to
shareholders with respect to proposed amendments to the company's
charter are required to be sent promptly to the Exchange.
When such amendments have become effective, a certified copy is
required to be sent promptly to the Exchange.
Similar procedure shall be followed with respect to resolutions of
the Board of Directors, or any certificate or other document,
having the effect of an amendment to the charter or by-laws.
If the company so desires, it may file copies of the charter or
by-laws as amended. If this is done, it will be helpful if the
amended documents are accompanied by a letter of transmittal
indicating the sections amended since the previous filing of
amendments or amended documents.
Last
Modified: 04/26/2002204.04 Annual
ReportThe Exchange requires that two copies
of the company's annual report be provided to the Exchange when it
is distributed to shareholders. These reports should be accompanied
by notice to the Exchange as to the date distributed to
shareholders.
Last
Modified: 07/01/1998204.05
Auditors ChangedPrompt notice is required to be given
to the Exchange in the event of a change of the accounting firm
which regularly conducts the audit.
Last
Modified: 07/01/1998204.06
Business Purpose ChangedPrompt notice is required to be given
to the Exchange of any material change in the general character or
nature of the company's business. This may also require the filing
of a listing application. (See Para. 903.00.)
Last
Modified: 07/01/1998204.07
Capital Surplus ChargesPrior notice is required to be given
to the Exchange with respect to any substantial charge which the
company, or any subsidiary directly or indirectly controlled,
proposes to make against capital surplus.
Last
Modified: 07/01/1998204.08
Closing of Transfer BooksPrompt notice is required to be given
to the Exchange of the fixing of a date for closing of the transfer
books or taking of a record of shareholders (in respect to a listed
security) for any purpose. This notice should be received by the
Exchange not later than the tenth day prior to the closing or
record date, unless arrangements have been made in advance for a
shorter period of advance notice.
Last
Modified: 07/01/1998204.09
Collateral Removed or ChangedPrompt notice is required to be given
to the Exchange of removal of, or change in, collateral deposited
under any mortgage or trust indenture pursuant to which securities
authorized to be listed have been, or are to be, issued.
Last
Modified: 07/01/1998204.10
Communications to ShareholdersThe company is required to send two
copies to the Exchange of every communication directed to
shareholders.
Last
Modified: 07/01/1998204.11
Control, Change ofThe Exchange does not require notice
from the company in the event of a change in control but relies
instead upon filings made with it pursuant to the Securities
Exchange Act of 1934.
Last
Modified: 07/01/1998204.12
Conversion Rate, ChangesPrompt publicity is required to be
given to any change in a conversion rate or ratio of a convertible
security, or to termination of a conversion privilege, when
conversions have been occurring or appear imminent on the basis of
relative prices. Such publicity should be timely in relation to the
event which gives rise to the change or termination—as, for
example, shortly before a scheduled date for a change provided for
in the provisions of a security, upon declaration of a stock
dividend which will activate anti-dilution provisions or upon
publicity on redemption of a convertible security—and should
include notice by mail to all holders of record of the
security.
Prompt notice of all changes in conversion privileges is required
to be given separately to the Exchange and to securities
statistical services.
Last
Modified: 07/01/1994204.13
Decrease in Floating Supply of StockIn the event of any diminution in the
supply of listed stock available for the market occasioned by the
deposit of stock under a voting trust agreement, or other deposit
agreements, prompt notice is required to be given to the Exchange
when such deposits, actual or proposed, come to the official
attention of the directors or officers of the company.
Last
Modified: 07/01/1994204.14
Directors or Officers ChangedPrompt notice is required to be given
to the Exchange of any changes in directors or officers of the
company.
Last
Modified: 07/01/1994204.15
Disposition of AssetsPrompt notice is required to be given
to the Exchange in the event that the company, or any company
controlled by it, disposes of any property, or of any stock
interest in any of its controlled companies, if such disposition
materially affects the financial position of the company or the
extent of its operations.
Last
Modified: 07/01/1994204.16
Dividends and Stock DistributionsPrompt notice will be given to the
Exchange as to any dividend action or action relating to a stock
distribution in respect of a listed stock (including the omission
or postponement of a dividend action at the customary time as well
as the declaration of a dividend). Such notice is in addition to
immediate publicity and should be given at least ten days in
advance of the record date. The dividend notice should be given to
the Exchange preferably by FAX (212) 656-5893; or, if by telephone,
promptly confirmed by FAX, telegram or letter. Notice should be
given as soon as possible after declaration and in any event, no
later than simultaneously with the announcement to the news media.
The notice should include:
Cash dividend—
- Declaration Date.
- Record date or dates of closing and reopening transfer books
(should dates be used for any other purpose, please so
describe).
- Per share amount of any tax to be withheld with respect to the
dividend, description of tax and per share amount of the dividend
payable after deduction of tax.
- Payment date.
- If there is a condition which must be satisfied, or
governmental approval which must be secured, to enable payment of
the dividend, give details. (See Para. 703.02 (B), "Conditionally
Authorized Distributions".)
Stock Dividend, Split or Distribution—
- Ratio of stock dividend or stock split.
- Record date for holders entitled to receive the
distribution.
- If there is a condition which must be satisfied, or
governmental approval which must be secured, to enable the stock
distribution to be made, give details. (See Para. 703.02 (B)
"Conditionally Authorized Distributions".)
- Date for mailing of certificates if the stock distribution is
to be effected by mailing certificates for additional shares. (It
is essential that distribution be made as promptly as possible in
order to reduce to the minimum the period during which due-bills
are used. (See Para. 703.02 (B), "Trading with Due-Bills"), for
details.)
- Method of settling fractional share interests, if any. If to be
settled in cash, indicate the basis for determining cash value of
fractional share interests. If to be settled by purchase or sale of
fractional share interests, indicate mail and expiration dates of
order forms. The name of the disbursing agent handling the
settlement of fractions should be given. (See Para. 703.02 (B),
"Fractional Share Interests: Methods of Settlement", for
details.)
- Brokers' cut off date—Period to be allowed after record
or effective date on which brokers and other nominees may advise
the company or its disbursing agent as to their full and fractional
share requirements. A broker or nominee cannot determine, until
after the record date, just what his full share and fractional
share requirements will be. Because of this problem, it is
desirable to allow a period of one week after the record date
during which brokers and nominees may advise the disbursing agent
of their requirements. A minimum of three business days could be
prearranged with the Exchange if a tighter schedule is necessary.
As an alternative procedure applicable when the time between record
date and payment date is too short to allow a one week period for
advice of share requirements, it is the regular practice for the
company to instruct the paying agent to issue fractional share
payments to brokers and other nominees as required by them against
full share certificates surrendered by them for a period of not
less than a week after the payment date.
The company's notice to the Exchange should indicate which of the
above methods will be followed in respect of brokers' and nominees'
requirements and the date by which they must notify the disbursing
agent of their full and fractional share requirements. The Exchange
will publicize this information in its Weekly Bulletin or in
special circulars so that those concerned will be informed as to
the procedure to be followed. (See Para. 703.02 (B), "Full Share
and Fractional Needs of Nominees", for details.)
Should any of the above information not be available at the time
notice of the calling of the Board of Directors' meeting is given
for the purpose of dividend action, the information shall be
supplied to the Exchange as soon as it becomes available.
- Proposed effective date of charter amendment (if
applicable).
- Date of Board action calling meeting of shareholders to approve
charter, amendment or increase in authorized shares (if
applicable). Such notice should also disclose: the date of the
shareholders' meeting; the record date for determining holders
entitled to vote at the meeting and matters to be acted upon at the
meeting.
Declaration of a dividend necessitates that the Exchange give
advance notice to its member organizations as to the record date
and other details pertaining to the dividend so they may have
shares held by them, but registered in the names of others,
transferred to the proper names for orderly receipt of the
dividend. Also, the Exchange must arrange for and give advance
notice of the changes in dealings in the stock to an "ex-dividend"
basis, which is generally two business days prior to the record
date. (See Para. 703.02 (B), "'Regular Way' Trading with a deferred
'Ex' Date," for details.)
Because of the confusion in dealings and other difficulties that
would ensue if a dividend were declared without proper notice being
received, it is the practice of the Exchange, as a safeguard, to
make inquiry of a company when notice of a dividend is not received
at the time such notice might be expected according to the
company's past record. Notice to the Exchange that the dividend
meeting has been postponed, dividend has been omitted, etc. will
eliminate the necessity for such inquiry.
The Exchange has no requirement as to the time interval between the
record and payment dates. However, in the interest of shareholders,
it is desirable that such interval be as short as possible.
Accepted practice is to designate the payment date as the day on
which dividend checks may be presented for payment at the company's
paying agency in New York City. Mailing of the dividend checks
should be accomplished so as to make them available in New York
City for payment on that day.
Last
Modified: 07/01/1994204.17 Form
or Nature of Listed Securities ChangedAt least twenty days' advance notice
is required to be given to the Exchange with respect to any
proposed changes in the form or nature of listed securities or in
the rights or privileges attaching to such securities. This
requirement applies to changes to be made in the stock or bond
certificates themselves, as well as to changes in the listed
securities they evidence. Such changes will also require the filing
of a listing application. (See Para. 903.00.)
Last
Modified: 07/01/1998204.18
Interest PaymentsIf the interest on a listed issue is
not to be paid in full when due, by the terms of the security, or
if there is any unusual condition or circumstance relating to the
payment of such interest, the company shall release full
information to the press, and notify the Exchange, immediately upon
determination that interest will not be paid in full when due, or
upon acquiring knowledge of such unusual condition or circumstance.
(See Para. 202.00.)
Last
Modified: 07/01/1998204.19
Contingent Interest PaymentsIn the case of listed securities as
to which, by their terms, payment of interest is wholly or partly
contingent, full publicity is required to be given in the press,
and notice given to the Exchange, immediately upon determination
that a particular interest payment will, or will not, be made. Such
publicity, and such notice to the Exchange, should give all details
with respect to such payment then known.
The Exchange also requires ten days' advance notice of any record
date fixed in connection with the payment of such interest.
Last
Modified: 07/01/1998204.20
Interim Earnings StatementsThe Exchange requires that two copies
of each interim earnings statement in the form released for
publication be filed promptly with the Exchange.
Last
Modified: 07/01/1998204.21 Legal
ProceedingsNo notice to the Exchange is required
in respect to legal proceedings or their termination unless they
relate to payment of dividends, interest or principal amount of
listed securities, to other rights attaching to ownership of such
listed securities, or to the institution of receivership,
bankruptcy or reorganization proceedings.
Last
Modified: 07/01/1998204.22
Meetings of ShareholdersThe Exchange is required to be given
at least ten days' notice of the fixing of a date for the closing
of transfer books in connection with any meeting of shareholders.
See Para. 204.29. The notice should include the record date and the
meeting date.
Last
Modified: 07/01/1998204.23 Name
ChangeWhen a company proposes to change its
name, notice of the intended name change is required to be given to
the Exchange at least 20 days in advance of the date set for
mailing of shareholders' proxy material dealing with the
matter.
The purpose of the above procedure is to allow the Exchange
adequate time to provide for an appropriate change in the security
ticker symbol, where one is required.
A name change will also require the filing of a listing
application. (See Para. 903.00.)
Last
Modified: 07/01/1998204.24 Nature
of Business ChangedPrompt notice is required to be given
to the Exchange of any change in the general character or nature of
the company's business.
Last
Modified: 07/01/1998204.25
Outstanding Amount of Securities, Increases inIn respect to an increase in the
outstanding amount of listed securities, notice need be given to
the Exchange only if such increase occurs through reissuance of
previously reacquired shares of a listed class, issue or series.
Note, as to any increase due to issuance of an additional amount of
a listed security, that issuance will have been preceded by the
Exchange's authorization of the listing of the additional amount
prior to its issuance.
Last
Modified: 07/01/1998204.26 Press
ReleaseTwo copies of any press release are
required to be sent promptly to the Exchange.
Last
Modified: 07/01/1998204.27
ProspectusSeven copies of any prospectus or
offering circular required to be used pursuant to the Securities
Act of 1933 in connection with the sale of a listed security are
required to be filed promptly with the Exchange.
Last
Modified: 07/01/1998204.28 Proxy
MaterialSix definitive copies of all proxy
material of the company are required to be filed with the Exchange
not later than the date on which such material is sent to any
security holder.
The Exchange urges that preliminary proxy material be submitted for
review as more fully discussed in Section 4.
Last
Modified: 07/01/1998204.29 Record
DatePrompt notice is required to be given
to the Exchange of the fixing of a date for the taking of a record
of shareholders, or for the closing of transfer books (in respect
of a listed security), for any purpose. The notice should state the
purpose or purposes for which the record date has been fixed. This
notice should be FAXED (212) 656-5893; or, if by telephone,
promptly confirmed by FAX, telegram or letter.
The notice is required to be received by the Exchange not later
than the tenth day prior to the record date, or closing date,
unless arrangements have been made beforehand with the Exchange for
a shorter period of advance notice. Saturdays, Sundays, and
holidays should be avoided as record dates. Their use may be
misleading, as most transfer agencies and brokerage firms are
closed and transfers cannot be effected on those days.
The Exchange recognizes that occasionally extraordinary
circumstances may make it impossible to hold a meeting of the Board
of Directors of a company to fix a record date in sufficient time
to permit giving the Exchange the full ten days' advance notice of
such record date. Two alternative emergency measures are generally
available in such circumstances after discussion with the company's
Exchange representatives. One of these alternatives is that under
certain circumstances the period of advance notice may be reduced
to nine days in the case of a record date for a dividend or
distribution, or for subscription rights, and to seven days in the
case of a closing of transfer books for a shareholders'
meeting.
Another alternative is to give the Exchange, prior to the Board of
Directors meeting at which the record date is to be fixed,
tentative notice of the proposed record date, conditional upon the
subsequent action of the Board of Directors, and to confirm such
notice promptly after the Board of Directors takes the action.
Where this method is followed, the period of definitive advance
notice (i.e., the confirmatory notice, after the Board of
Directors' action) may, under favorable circumstances, be reduced
to eight days in the case of a record date for dividend or
distribution or for subscription rights, and to six days in the
case of a closing of transfer books for a shareholders' meeting.
Such tentative notice should be received by the Exchange at least
ten days in advance of the proposed record date and should state in
effect:
- The date on which the Board of Directors will meet to fix the
record date.
- The nature of the action (related to the proposed record date)
to be considered at such Board of Directors meeting, e.g.
consideration of dividend action or issuance of subscription rights
or calling of a meeting of shareholders, etc.
- That if such action is taken at said meeting, the record date
which will be fixed in relation thereto will be the date specified
in the tentative notice.
- That confirmation notice containing full details as to the
Board of Directors' action will be given to the Exchange promptly
after the Board of Directors takes action.
Upon receipt of such tentative notice, the Exchange will publicize
the proposed record date in its weekly bulletin with an appropriate
footnote to indicate that such date is conditional upon a future
action by the Board of Directors. When the confirmatory notice is
received (which should be promptly after the Board of Directors'
action), the date will appear in the Exchange's bulletin without
the footnote.
If, because of the failure of the company, for any reason, to give
the Exchange adequate advance notice of a record date and the
consequent inability of the Exchange to give effective advance
notice of such date through its Weekly Bulletin, it should be
necessary for the Exchange to send circular notice of such date to
its member firms, the company may be charged the nominal amount of
$50 toward defrayment of the expense, to the Exchange, of the
printing and mailing of such circular notice.
Last
Modified: 07/01/1998204.30
Redemption of Listed SecuritiesIn addition to giving the matter
immediate press publicity, the company is required to give prompt
notice to the Exchange of any corporate action it may take toward
redemption, retirement or cancellation of a listed security (in
whole or in part). Such notice is required to be received by the
Exchange not later than the fifteenth day prior to the redemption
date.
In addition, the company is required to give notice to the Exchange
of any action, other than that which it may take itself, which will
lead to redemption, retirement, or cancellation of a listed
security as soon as it acquires knowledge of such action.
Last
Modified: 07/01/1998204.31 Rights
or Privileges of Listed Security ChangedAt least twenty days' advance notice
is required to be given to the Exchange with respect to any
proposed changes in the rights or privileges of listed securities.
This type of change will also require the filing of a listing
application. (See Para. 903.00.)
Last
Modified: 07/01/1998204.32 Rights
to SubscribeIn addition to giving the matter
immediate press publicity, the company is required to give prompt
notice to the Exchange of any action taken toward granting
shareholders rights to subscribe to new or additional
securities.
Because of the complex schedule of actions and events connected
with an offering to shareholders, the Exchange recommends that the
company's Exchange representative be consulted while plans for the
offering are still in a formative stage so that the events that
must occur and the actions that must be taken may be properly
coordinated to meet the requirements of the company, the SEC, and
the Exchange.
Last
Modified: 07/01/1998204.33
Treasury Stock ChangesIf issued and listed stock of the
company is reacquired or disposed of, directly or indirectly, for
the account of the company, the Exchange is required to receive
notice of such transaction within ten days after the close of the
fiscal quarter in which it occurs.
This notice need state only the total amount reacquired or disposed
of during the quarter and the balance held by the company at the
end of the quarter. If, during such quarter, there were both
reacquisitions and dispositions, the total amount reacquired and
the total amount disposed of should be stated.
|
