[Federal Register Volume 77, Number 195 (Tuesday, October 9, 2012)]
[Notices]
[Pages 61417-61418]
[FR Doc No: 2012-24748]

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DEPARTMENT OF HEALTH AND HUMAN SERVICES

Food and Drug Administration

[Docket No. FDA-2007-D-0375 (Formerly 2007D-0395)]

Guidance for Industry on Acute Bacterial Sinusitis: Developing
Drugs for Treatment; Availability

AGENCY: Food and Drug Administration, HHS.

ACTION: Notice.

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SUMMARY: The Food and Drug Administration (FDA) is announcing the
availability of a guidance for industry entitled ``Acute Bacterial
Sinusitis: Developing Drugs for Treatment.'' This guidance addresses
FDA's current thinking regarding the overall development program and
clinical trial designs for drugs to support an indication for the
treatment of acute bacterial sinusitis (ABS). This guidance finalizes
the revised draft guidance of the same name issued on October 30, 2007.

DATES: Submit either electronic or written comments on Agency guidances
at any time.

ADDRESSES: Submit written requests for single copies of this guidance
to the Division of Drug Information, Center for Drug Evaluation and
Research, Food and Drug Administration, 10903 New Hampshire Ave., Bldg.
51, rm. 2201, Silver Spring, MD 20993-0002. Send one self-addressed
adhesive label to assist that office in processing your requests. See
the SUPPLEMENTARY INFORMATION section for electronic access to the
guidance document.
    Submit electronic comments on the guidance to http://www.regulations.gov. Submit written comments to the Division of Dockets
Management (HFA-305), Food and Drug Administration, 5630 Fishers Lane,
rm. 1061, Rockville, MD 20852.

FOR FURTHER INFORMATION CONTACT: Joseph G. Toerner, Center for Drug
Evaluation and Research, Food and Drug Administration, 10903 New
Hampshire Ave., Bldg. 22, rm. 6244, Silver Spring, MD 20993-0002, 301-
796-1300.

SUPPLEMENTARY INFORMATION:

I. Background

    FDA is announcing the availability of a guidance for industry
entitled ``Acute Bacterial Sinusitis: Developing Drugs for Treatment.''
The purpose of this guidance is to assist sponsors in the overall
clinical development program of drugs to support an indication for the
treatment of ABS. This guidance finalizes the revised draft guidance
published on October 30, 2007, which in turn revised the draft guidance
for industry, entitled ``Acute Bacterial Sinusitis--Developing
Antimicrobial Drugs for Treatment,'' published in 1998. Changes from
the revised draft guidance are incorporated in the appropriate sections
of the guidance and are based on comments submitted to the docket for
the draft guidance. In addition, developments in scientific and medical
information and technology in the treatment of ABS are reflected in
this guidance. This guidance fulfills the requirement set forth in the
Food and Drug Administration Amendments Act of 2007 that directed FDA
to update the ABS guidance within 5 years.\1\ This guidance also
responds to the requirement set forth in the Food and Drug
Administration Safety and Innovation Act that FDA review guidances for
the conduct of clinical trials with respect to antibacterial and
antifungal drugs, and revise such guidances as appropriate.\2\
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    \1\ See Title IX, section 911, of the Food and Drug
Administration Amendments Act of 2007 (Pub. L. 110-85).
    \2\ See Title VIII, section 804(a)(1), of the Food and Drug
Administration Safety and Innovation Act (Pub. L. 112-144).
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    This guidance is being issued consistent with FDA's good guidance
practices regulation (21 CFR 10.115). The guidance represents the
Agency's current thinking on developing drugs for the treatment of ABS.
It does not create or confer any rights for or on any person and does
not operate to bind FDA or the public. An alternative approach may be
used if such approach satisfies the requirements of the applicable
statutes and regulations.

II. The Paperwork Reduction Act of 1995

    This guidance refers to previously approved collections of
information that are subject to review by the Office of Management and
Budget under the Paperwork Reduction Act of 1995 (44 U.S.C. 3501-3520).
The collections of information in 21 CFR parts 312 and 314 have been
approved under 0910-0014 and 0910-0001, respectively.

III. Comments

    Interested persons may submit either written comments regarding
this document to the Division of Dockets Management (see ADDRESSES) or
electronic comments to http://www.regulations.gov. It is only necessary
to send one set of comments. Identify comments with the docket number
found in brackets in the heading of this document. Received comments
may be seen in the Division of Dockets Management between 9 a.m. and 4
p.m., Monday through Friday, and will be posted to the docket at http://www.regulations.gov.

IV. Electronic Access

    Persons with access to the Internet may obtain the document at
either http://www.fda.gov/Drugs/
GuidanceComplianceRegulatoryInformation/

Guidances/default.htm or http://www.regulations.gov.

    Dated: October 3, 2012.
Leslie Kux,
Assistant Commissioner for Policy.
[FR Doc. 2012-24748 Filed 10-5-12; 8:45 am]
BILLING CODE 4160-01-P


[Federal Register: June 29, 2006 (Volume 71, Number 125)]
[Notices]
[Page 37147-37154]
[DOCID:fr29jn06-91]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-54029; File No. SR-NYSE-2005-68]

Self-Regulatory Organizations; New York Stock Exchange, Inc. (a/
k/a New York Stock Exchange LLC); Notice of Filing of Proposed Rule
Change Relating to Annual Financial Statement Distribution Requirements
and Listed Company Manual Sections 103.00, 203.00, 203.01, 203.02,
203.03, 204.00 Through .33, 303A.14, 313.00, 401.04, and 703.09

June 21, 2006.
    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 September 30, 2005, 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 NYSE. On June 9,
2006, the Exchange filed Amendment No. 1 to the proposed rule
change.\3\ The Commission is publishing this notice to solicit comments
on the proposed rule change, as amended, from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ In Amendment No. 1, the NYSE eliminated from the present
filing other proposed rule changes to Sections 103 and 302 of the
Listed Company Manual, and clarified certain details of its
proposal. Amendment No. 1 replaced and superseded NYSE's original
filing in its entirety.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    The Exchange's proposed rule change reflects amendments that
eliminate the current NYSE Listed Company Manual requirement that
listed companies distribute an annual report to shareholders, specify
more precisely certain requirements applicable to listed foreign
private issuers, amend the Exchange's requirements for notices to and
filings with the Exchange, add a new section to the Listed Company
Manual that specifically requires listed companies to have and maintain
a Web site, and reorganize and eliminate certain sections of the Listed
Company Manual.\4\
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    \4\ See Telephone Conversation between Annemarie Tierney,
Assistant General Counsel, NYSE, and Raymond Lombardo, Special
Counsel, Division of Market Regulation, Commission and Rahman
Harrison, Special Counsel, Division of Market Regulation,
Commission, on June 20, 2006.
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    The text of the proposed rule change, as amended, is available
below. Proposed new language is italicized; proposed deletions are in
[brackets].
* * * * *

Listed Company Manual

* * * * *
103.00 [Non-U.S. Companies] Foreign Private Issuers

    The Exchange welcomes listing inquiries from [non-U.S. companies]
foreign private issuers. [It continues to broaden its scope of trading
in shares of internationally respected companies based in other
countries. With the rapid growth and need for capital of multinational
companies and the interdependence of the world's economies, the
Exchange is prepared to be the global marketplace.]
    Foreign private issuers [Non-U.S. companies] may elect to qualify
for listing either under the Alternate Listing Standards for foreign
private issuers [non-U.S. companies] or the Exchange's domestic listing
criteria. [An applicant company] The foreign private issuer must meet
all of the criteria within the standards under which it seeks to
qualify for listing. For purposes of this Listed Company Manual, the
terms ``foreign private issuer'' and ``non-U.S. company'' have the same
meaning and are defined in accordance with the SEC's definition of
foreign private issuer set out in Rule 3b-4(c) of the Securities
Exchange Act of 1934.
    The Alternate Listing Standards are designed to encourage major
non-U.S. companies to list their shares on the Exchange. Domestic
listing requirements call for minimum distribution of a company's
shares within the United States, or in the case of North American
companies, within North America. This is a major obstacle for many
large non-U.S. companies which otherwise fulfill many times over the
normal size and earnings requirements for listing on the Exchange. The
principal Alternate Listing Standards focus on worldwide rather than
U.S. or North American distribution of a non-U.S. company's shares.
    In addition to the minimum numerical standards for listing, the
Exchange has established policies and requirements concerning certain
corporate governance practices and the reporting of interim earnings.
For example, in many foreign countries, controlling law or common
practice compel or permit the non-U.S. company to issue interim
earnings reports on a semi-annual, as opposed to quarterly, basis or to
have a class or classes of

common stock having more or less than one vote per share.
    Other Exchange policies concerning the corporate governance
practices required of domestic companies which may not be consistent
with the home country laws or practices of non-U.S. companies include
those which address the structure and composition of the Board of
Directors, shareholder approval, quorum requirements for shareholders'
meetings and related continued listing criteria.
    [Where it appears to the Exchange that a non-U.S. company's interim
earnings reporting or corporate governance practices are not prohibited
by the law in the country in which it is domiciled, such practices need
not necessarily be barriers to listing or continued listing. In
addition, the Exchange will permit non-U.S. issuers to follow home-
country practices regarding the distribution of annual reports to
shareholders, if, at a minimum, (a) shareholders are provided at least
summary annual reports, including summary financial information, (b)
shareholders have the ability, upon request, to receive an annual
report that complies with the requirements of Para. 203.01 (a ``full
annual report''), and (c) the financial information contained in the
summary annual report is reconciled to U.S. generally-accepted
accounting principles to the extent that such reconciliation would be
required in the full annual report.
    A non-U.S. issuer that seeks to use a summary annual report in lieu
of a full annual report should contact its Exchange representative to
determine whether the proposed use of the summary annual report would
meet these requirements.]
    To assist the Exchange in considering the question of the listing
or continued listing of the securities of a non-U.S. company whose
interim earnings reporting or corporate governance practices are not in
compliance with Exchange requirements for domestic companies, the non-
U.S. company should furnish the Exchange with a written certification
from independent counsel in the country of the non-U.S. company's
domicile as to whether or not the non-complying practices are
prohibited by home country law.
    The Alternate Listing Standards for non-U.S. companies apply only
where there is a broad, liquid market for the company's shares in its
country of origin.
* * * * *

202.00 Material Information
* * * * *

202.05 Timely Disclosure of Material News Developments

    A listed company is expected to release quickly to the public any
news or information which might reasonably be expected to materially
affect the market for its securities. This is one of the most important
and fundamental purposes of the listing agreement which the company
enters into with the Exchange.
    A listed company should also act promptly to dispel unfounded
rumors which result in unusual market activity or price variations.
    The issuer of income deposit securities traded as a unit shall
publicize any change in the terms of the unit, such as changes to the
terms and conditions of any of the components (including changes with
respect to any original issue discount or other significant tax
attributes of any component), or to the ratio of the components within
the unit. Such publication shall be made as soon as practicable in
relation to the effective date of the change, and should otherwise be
made in accordance with the procedures specified in [Para.] Section
202.06 below. In addition, the issuer must provide information
regarding the terms and conditions of the components of the unit
(including information with respect to any original issue discount or
other significant tax attributes of any component), and the ratio of
the components comprising the unit[,] on its website [or, if it does
not maintain a website, in its annual report to unit holders].
* * * * *

203.00 Reporting Financial Information to Shareholders [Annual and
Interim Reporting Requirements]

203.01 Annual Financial Statement [Report] Requirement

    Any company with voting or non-voting common securities listed on
the Exchange that is required to file with the SEC an annual report
that includes audited financial statements (including on Forms 10-K,
20-F, 40-F or N-CSR) is required to simultaneously make such annual
report available to shareholders of such securities on or through the
company's website.
    Companies must also post to their website a prominent undertaking
in the English language to provide all holders (including preferred
stockholders and bondholders) the ability, upon request, to receive a
hard copy of the company's complete audited financial statements free
of charge. In addition, simultaneously with this posting, the company
must issue a press release stating that its annual report has been
filed with the SEC. This press release must also indicate that
shareholders have the ability to receive a hard copy of the company's
complete audited financial statements free of charge upon request.
Companies must provide such hard copies within a reasonable period of
time following the request. Moreover, the press release must be
published pursuant to the Exchange's press release policy (see Section
202.06 above).
    A company that fails to file its annual report on Forms 10-K, 20-F,
40-F or N-CSR with the SEC in a timely manner is subject to the
procedures in Section 802.01E.
    [The Exchange requires that companies publish at least once a year
and distribute to shareholders an annual report containing financial
statements of the company and its consolidated subsidiaries prepared in
conformity with generally accepted accounting principles. The company
must distribute its annual report to its shareholders not later than
120 days (225 days for Non-U.S. issuers) after the close of each fiscal
year. Notwithstanding the foregoing, domestic issuers must make this
distribution at least fifteen days in advance of the annual meeting.
(Non-U.S. issuers are encouraged to do so when possible.) When the
annual report is distributed to shareholders, two copies should be sent
to the Exchange together with advice as to the date of distribution to
shareholders.
    The company must distribute its annual report to its shareholders
not later than 120 days (225 days for Non-U.S. issuers) after the close
of each fiscal year. Notwithstanding the foregoing, domestic issuers
must make this distribution at least fifteen days in advance of the
annual meeting. (Non-U.S. issuers are encouraged to do so when
possible.) When the annual report is distributed to shareholders, two
copies should be sent to the Exchange together with advice as to the
date of delivery to shareholders.
    Companies may satisfy the annual distribution requirement either by
distributing an annual report to shareholders, or by distributing to
shareholders the Form 10-K (or Form 20-F for Non-U.S. issuers) filed
with the SEC, with an indication that it is distributed in lieu of a
separate annual report. When the annual report (or Form 10-K or Form
20-F) is distributed to shareholders, two copies should be sent to the
Exchange, together with advice as to the date of delivery to
shareholders. Distribution shall be in such format and by such means as
permitted or required by applicable law and regulation (including any
interpretations thereof by

the SEC). (See, for example, the following interpretations by the SEC:
Release No. 34-36345; File No. S7-31-95; Release No. 34-37182, File No.
S7-13-96; and Release No. 34-42728, File No. S7-11-00.)
    A company that is unable to timely file its Form 10-K or Form 20-F
with the SEC must notify the Exchange prior to the SEC filing deadline,
explaining the reason for the delay and the anticipated filing date.
The Exchange will evaluate the circumstances and the continued listing
status of the company, and at a minimum will require the company to
issue a press release indicating the delay, the reason for the delay
and the anticipated filing date. In making its evaluation, the Exchange
will consider whether the company has released or plans to release to
the press information regarding its financial results for the fiscal
year. Once the company does file its Form 10-K (Form 20-F) with the
SEC, it must then distribute to the shareholders an annual report or a
Form 10-K (Form 20-F) in lieu thereof no later than 15 days (30 days
for a non-U.S. issuer) after the filing.

(A) Method of Publication

    The Exchange requires publication of the annual financial
statements, as well as their submission to shareholders.
    While distribution of the statements to shareholders usually
results in their receiving some publicity, to be sure of news coverage,
companies should submit the statements, or a news release based
thereon, to newspapers of general circulation in large cities and to
the national news wire services as described in the ``Immediate Release
Policy.'' (See Para. 202.06(A).) In addition, the statements, in the
form in which sent to shareholders, should also be sent to the
securities statistical services, in whose publications they will remain
available for ready public reference.
    In the case of a company having only bonds listed on the Exchange,
the Exchange expects that the required statements or news releases
based thereon be sent to the securities statistical services and
requires that copies of the statements be sent to bondholders who
request them. It also urges that the statements, or news releases based
thereon, be sent to newspapers of general circulation in large cities
and to the national news wire services.

(B) Annual Statement to be Independently Audited

    The Exchange requires that all financial statements contained in
annual reports of the company to its shareholders be audited by
independent public accountants who are qualified under the laws of some
state or country and are subject to a code of professional ethics of
the professional accountancy body in that state or country. The
financial statements will be accompanied by a copy of the report issued
by the independent public accountants with respect to their examination
of such statements.

(C) Form of Financial Statements

    The Exchange requires that all financial statements contained in
annual reports to shareholders be in the same form as the corresponding
statements contained in the company's original listing application or
as modified to include the additional disclosure agreed upon by the
company and the Exchange. The statements are to be prepared in
conformity with generally accepted accounting principles.

(D) General Information in Annual Report

    The Exchange recommends that the following information be included
in all annual reports:
     Address of principal office.
     Names of directors and officers.
     Identification of directors comprising the Audit Committee
and other major committees of the Board of Directors.
     Names and addresses of trustees, transfer agents and
registrars.
     Number of employees.
     Number of shareholders.

(E) Occasional Delay in Issuance of Statements

    The probability of a delay in the issuance of annual financial
statements can ordinarily be foreseen. As soon as it becomes apparent
that there may be a delay, the company should advise its Exchange
representative of the circumstances and the probable extent of the
delay.
    If the statements cannot be sent to shareholders at least fifteen
days in advance of the annual meeting, it may be necessary for the
company to postpone the meeting or to adjourn it without transaction of
business to a date which shall be fifteen days after the statements are
issued. Whether or not such postponement or adjournment will be
necessary can be determined only in the light of the particular
circumstances. The matter should be discussed with the Exchange
representative as soon as the possibility of the delay becomes
apparent.
    So far as the 120 day (225 day) time limit stated in the first
paragraph of this section Section 203.01 is concerned, the Exchange,
while ready to extend such time limit on the basis of necessity, does
not feel free to do so on the basis of convenience. For example it
cannot consent to a delay in the issuance of the statements just to
make possible their simultaneous distribution with the proxy material.
    In the event of a delay in issuance of the audited financial
statements, unaudited earnings information, if expected to be
substantially in agreement with the final audited figures, should be
released to the financial press. (See Para. 202.06(C) for details.) If
that procedure is not feasible, general newspaper publicity should be
given to the audited figures as soon as they become available without
awaiting completion of the full, formal annual report.]
* * * * *

203.02 Interim Earnings [Reporting] Release Requirement

    Any company with voting or non-voting common securities listed on
the Exchange that is required to file interim financial statements with
the SEC is required to release to the press an interim earnings release
as soon as its interim financial statements are available. See Section
202.06 above for the Exchange's press release policy.
    While the Exchange does not require that the interim reports be
sent to shareholders, as a matter of fairness, listed companies that
distribute interim reports to shareholders should distribute such
reports to both registered and beneficial shareholders.

[(A) Time of Publication

    No specific time limit for publication of interim earnings
statements has been set, but it is assumed that such statements will be
published as soon as available.
    It is expected that, in this respect, each company will conform at
least to the pattern established by the majority of companies in its
industry and, where the company has a previous record of publication of
interim statements, to the pattern established by that previous record.

(B) Method of Publication

    The Exchange requires publication of interim statements as news
items in the public press. It is not required that the statements be
sent to shareholders. As a matter of fairness, corporations which
distribute interim reports to shareholders should distribute such
reports to both registered and beneficial shareholders.
    Whether or not the statements are sent to shareholders, to be sure
of adequate coverage the statements should be released to newspapers
and to the

national news wire services, as described in the ``Immediate Release
Policy.'' (See Para. 202.06(A).) In addition, they should be sent to
the securities statistical services.
    Two copies of each interim earnings statement, in the form released
for publication, should be filed with the Exchange. If the company
sends interim statements to its shareholders, two copies should be
filed with the Exchange.

(C) Form of Interim Financials

    The listing agreement merely requires publication (quarterly or
semi-annually, as the case may be), of a statement of earnings; it does
not require that such statement be sent to shareholders. Interim
earnings statements shall be on the same basis of consolidation as the
company's annual financial statements and shall disclose, at a minimum,
any substantial items of unusual or non-recurrent nature and either net
income before and after federal income taxes or net income and the
amount of federal taxes. Additional information, and particularly sales
data, will, of course, be useful to shareholders.
    Such statements may cover each quarter individually or may cover,
cumulatively, the elapsed quarters of the current fiscal year; i.e.,
the statement for the first quarter covering three months, that for the
second quarter covering six months and that for the third quarter
covering nine months. Publication, each quarter, of a statement
covering the preceding twelve months is not generally acceptable,
although such moving-year statement may be included as a supplement to
the individual or cumulative quarterly statement.
    It is recommended that each interim statement include like figures
of the same period of the previous year, to afford a basis for
comparison. This device may be particularly useful in a case where
there is a seasonal cycle in the business.

(D) Exceptions to Policy

    Exceptions have been made to this requirement only in cases where
conditions peculiar to the type of company, or to the particular
company itself, would make quarterly statements impracticable or
misleading, as in the case of companies dependent upon long-term
contracts, or companies dependent upon the growth and sale of a crop in
an annual cycle, or companies operating under conditions which make
publication of quarterly statements virtually impossible.
    In a case where the Exchange is convinced that quarterly statements
are impracticable, or misleading, it may require an agreement to
publish semi-annual statements of earnings, or interim statements
reporting certain operating statistics which will strive to indicate
the trend of the company's business during the period between annual
reports.
    While no fourth quarter statement is required, items of unusual or
non-recurrent nature occurring in the fourth quarter should be
reflected separately in the full year earnings release.]
* * * * *

[203.03 Distributing Annual and Interim Reports to Beneficial Owners of
Stock]

    In order to assure that annual and interim reports are distributed
to beneficial owners of stock held in street name by Exchange member
organizations, Exchange Rules provide that a member organization, when
requested by a company and given assurance that it will be reimbursed
for all reasonable out-of-pocket and clerical expenses, is required to
transmit copies of annual and interim reports to each U.S. resident
beneficial owner. This requirement applies to both listed and unlisted
companies. The Exchange has approved, as fair and reasonable, certain
rates of reimbursement of member organizations for all out-of-pocket
and clerical expenses incurred in connection with mailing annual and
interim reports. See Para. 402.10 for full details and current rates of
reimbursement.]
* * * * *

204.00 Notice[s] to and Filings with [by the Company to] the Exchange

204.00 Notice[s] to and Filings with [by the Company to] the Exchange

(A) Prompt Written Notice to the Exchange

    Prompt written notice from the listed company to the Exchange is
required in connection with certain actions or events as specified in
Sections 204.01 through 204.25, [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
required to be given through the Exchange's telephone alert procedures.
(See [Para.] Section 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 hard copies of 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 also require a listed company to
file hard copies of most SEC filings with the Exchange. Specifically,
the Exchange only requires companies to file:
     one hard copy[ies] of materials necessary to support a
listing application [(see Paras. 703.00 & 903.00)] as required by
Sections 702.04, 703.00 and 903.00,
     six hard copies of proxy materials not later than the date
on which the material is physically or electronically delivered to
shareholders (see Section 402.00),
     one hard copy of any filing[s] made on Form 6-K that is
[are] not required to be filed through EDGAR not later than the date on
which the Form 6-K is filed with the SEC, and
     one hard copy of notice to shareholders with respect to
any proposed amendments to the company's charter, as well as a
certified copy of the amended charter along with a letter of
transmittal indicating the sections amended since the previous filing
of amendments or amended documents, promptly following the date that
the notice is given or the charter is amended. 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.
* * * * *

[204.03 Amendment of Charter or By-Laws

    Four 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.

204.04 Annual Report

    The 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.]
* * * * *

204.[05]03 Auditors Changed
* * * * *

204.[06]04 Business Purpose Changed
* * * * *

204.[07]05 Capital Surplus Charges
* * * * *

204.[08]06 Closing of Transfer Books
* * * * *

204.[09]07 Collateral Removed or Changed
* * * * *

[204.10 Communications to Shareholders
    The company is required to send two copies to the Exchange of every
communication directed to shareholders.

204.11 Control, Change of

    The 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.]
* * * * *

204.[12]08 Conversion Rate, Changes
* * * * *

204.[13]09 Decrease in Floating Supply of Stock
* * * * *

204.[14]10 Directors or Executive Officers Changed
    Prompt notice is required to be given to the Exchange of any
changes in directors or executive officers of the company. (Please also
see Section 303A.12(c) which requires that listed companies file an
interim written affirmation relating to changes to the board of
directors.)
* * * * *

204.[15]11 Disposition in Assets
* * * * *

204.[16]12 Dividends and Stock Distributions
* * * * *

204.[17]13 Form or Nature of the Listed Securities Changed
* * * * *

204.[18]14 Interest Payments
* * * * *

204.[19]15 Contingent Interest Payments
* * * * *

[204.20 Interim Earnings Statements
    The Exchange requires that two copies of each interim earnings
statement in the form released for publication be filed promptly with
the Exchange.]
* * * * *

204.[21]16 Legal Proceedings
* * * * *

204.[22]17 Meetings of Shareholders
    The 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] Section 204.21.
The notice should include the record date and the meeting date.
* * * * *

204.[23]18 Name Change
* * * * *

    204.[24]19 Nature of Business Changed
* * * * *

204.[25]20 Increases In Outstanding Amount Of Securities[, Increases
In]
* * * * *

[204.26 Press Release
    Two copies of any press release are required to be sent promptly to
the Exchange.

204.27 Prospectus
    Seven 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.

204.28 Proxy Material
    Six 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.]

204.[lsqbb]29[rsqbb]21 Record Date
* * * * *

204.[lsqbb]30[rsqbb]22 Redemption of Listed Securities
* * * * *

204.[lsqbb]31[rsqbb]23 Rights or Privileges of Listed Security Changed
* * * * *

204.[lsqbb]32[rsqbb]24 Rights to Subscribe
* * * * *

204.[lsqbb]33[rsqbb]25 Treasury Stock Changes
* * * * *

303A Corporate Governance Standards
* * * * *

    14. Listed companies must have and maintain a publicly accessible
website. Commentary: To the extent that a listed company is subject to
the requirements of Sections 303A.04, .05, .07(c), .09 or .10, each
listed company's website must include a printable version of the
applicable charters of its compensation, nominating and audit
committees, as well as its corporate governance guidelines and code of
business conduct and ethics. In addition, a listed company that is a
foreign private issuer is required to include the disclosure required
by Section 303A.11 on its website in the English language and such
website must be accessible from the United States.
* * * * *

313.00 Voting Rights

313.00 Voting Rights
* * * * *

(B) Non-Voting Common Stock

    The Exchange's voting rights policy permits the listing of the
voting common stock of a company which also has outstanding a non-
voting common stock as well as the listing of non-voting common stock.
However, certain safeguards must be provided to holders of a listed
non-voting common stock:
    (1) Any class of non-voting common stock that is listed on the
Exchange must meet all original listing standards. The rights of the
holders of the non-voting common stock should, except for voting
rights, be substantially the same as those of the holders of the
company's voting common stock.
    (2) [The requirement that listed companies publish at least once a
year and submit to shareholders an annual report (Para. 203.01) applies
equally to holders of voting common stock and to holders of listed non-
voting common stock.
    (3) In addition, a] Although the holders of shares of listed non-
voting common stock are not entitled to vote generally on matters
submitted for shareholder action, holders of any listed non-voting
common stock must receive all communications, including proxy material,
sent generally to the holders of the voting securities of the listed
company.
* * * * *

401.00 Shareholders' Meetings
* * * * *

401.04 Interval between End of Fiscal Year and Annual Meeting of
Shareholders

    There is no Exchange requirement relating to the interval between
the end of a company's fiscal year and the date of its annual meeting
of shareholders. However, the Exchange believes that the annual meeting
should be held within a reasonable interval after the close of the
fiscal year so that the information in the annual report is relatively
timely.
    The standard Listing Agreement requires that the annual report be
sent to shareholders not later than 120 days (225 days for non-U.S.
issuers) after the close of the company's fiscal year and at least 15
days in advance of the annual meeting.]
* * * * *

703.00 Subsequent Listing Applications and Debt Securities Applications
* * * * *

703.09 Stock Option, Stock Purchase and Other Remuneration Plans
Listing Process
* * * * *

[(C) Disclosure of Options, etc. in Annual Report

    A listed company's annual report to shareholders should disclose
the following information as to its option plans:
     The number of shares of its stock issuable under
outstanding options at the beginning of the year.
     Separate totals of changes in the number of shares of its
stock under option resulting from issuance, exercise, expiration or
cancellation of options.
     The number of shares issuable under outstanding options at
the close of the year.
     The number of unoptioned shares available at the beginning
and at the close of the year for the granting of options under an
option plan.
     Any changes in the exercise price of outstanding options,
through cancellation and reissuance or otherwise, except price changes
resulting from the normal operation of anti-dilution provisions of the
options.]

(C) [(D)] Filing a Listing Application Relative to Stock Option, Stock
Purchase or Other Remuneration Plans

    It is recommended that an application for listing of unissued
shares in connection with a stock option, stock purchase or other
remuneration plan be filed as soon as possible after all required
corporate and shareholder action has been taken.

(D) [E] Supporting Documents

* * * * *

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
    The Exchange has long recognized the importance of investors
receiving adequate financial information regarding listed companies
and, in fact, has required for many years that all listed companies
distribute an annual report including annual audited financial
statements to their shareholders.\5\ However, Rule 14a-3 \6\ of the Act
has for many decades made that requirement redundant for most NYSE-
listed U.S. companies, since the Commission rule requires companies
subject to the proxy rules to distribute annual audited financials to
shareholders with or prior to the distribution of the annual meeting
proxy statement.\7\ The Commission's proxy rules do not apply to
foreign private issuers who are exempt as a result of Rule 3a12-3 of
the Act.\8\
---------------------------------------------------------------------------

    \5\ This requirement is presently contained in Section 203.01 of
the Listed Company Manual. It can be traced back to an 1895
recommendation that all listed companies send their shareholders an
annual report with an income statement and balance sheet.
    \6\ 17 CFR 240.14a-3.
    \7\ The requirement to distribute annual reports in Rule 14a-3
of the Act does not apply to registered investment companies.
However, registered investment companies, at least semi-annually,
must transmit reports to shareholders under Section 30(e) of the
Investment Company Act of 1940 and the rules thereunder.
    \8\ 17 CFR 240.3a12-3.
---------------------------------------------------------------------------

    Today all listed companies, U.S. and foreign, are required to file
annual reports containing audited financial statements prepared in
accordance with or reconciled to U.S. GAAP (including on Forms 10-K,
20-F, 40-F and N-CSR) with the Commission via the Electronic Data
Gathering, Analysis and Retrieval system (EDGAR). Many of these
companies also post such annual reports to their corporate Web sites.
In SR-NYSE-2001-40,\9\ the NYSE specified that U.S. companies were
permitted to use Commission-approved methods of electronic delivery to
satisfy the annual financial statement delivery requirement.
---------------------------------------------------------------------------

    \9\ See Securities Exchange Act Release No. 45838 (April 26,
2002), 67 FR 22144 (May 2, 2002) (SR-NYSE-2001-40).
---------------------------------------------------------------------------

    A recent Neilsen/Net Ratings study \10\ shows that 75% of Americans
have access to the Internet in their homes, and that those numbers are
steadily increasing among all age groups. As a result, the NYSE
believes that the vast majority of people in this country that review
company financials access them online--either through the company's own
Web site, EDGAR, or some other service provider. The Exchange also
notes the Commission's statement when proposing changes in its
Securities Offering Reform Act filing \11\ that, ``[a]t this time, we
believe that Internet usage has increased sufficiently to allow us to
propose a prospectus delivery model for issuers and their
intermediaries that relies on timely access to filed information and
documents.''
---------------------------------------------------------------------------

    \10\ See Three out of Four Americans Have Access to the
Internet, Neilsen/NetRatings, March 18, 2004.
    \11\ See Securities Act Release No. 8501 (November 3, 2004), 69
FR 71126 (December 8, 2004).
---------------------------------------------------------------------------

    The Exchange believes that the ability to review a company's
financials electronically provides a more timely, efficient and cost
effective method for companies to provide and investors to access
current financial information. The proposed amendments to the
Exchange's rules regarding annual reports reflect that current reality.
    For these reasons, the NYSE proposes to amend its rules to provide
that companies can satisfy the annual financial statement distribution
requirement by making the company's annual report on Form 10-K, 20-F,
40-F or N-CSR available on or by a link through its corporate Web site,
with a prominent undertaking in English to deliver a paper copy of the
company's complete audited financial statements free of charge to any
shareholder who requests it. Listed companies will also be required to
issue a press release simultaneously with their Web site posting
stating that their annual report has been filed with the Commission.
This press release must also indicate that shareholders have the
ability to receive a hard copy of the complete audited financial
statements free of charge upon request within a reasonable period of
time.
    The Exchange believes that existing Commission requirements
regarding

delivery of proxy statements mean that the proposed rule changes will
have minimal effect on domestic companies subject to the proxy rules,
but the proposed changes will provide significant efficiencies to
listed foreign private issuers exempt from the proxy rules under Rule
3a12-3 of the Act.\12\
---------------------------------------------------------------------------

    \12\ The Exchange notes that the Commission's proposed release
on internet availability of proxy materials would, if adopted,
provide companies an internet posting alternative to the current
requirement for physical delivery or electronic delivery only upon
the consent of shareholders of such materials. See Securities
Exchange Act Release No. 52926 (December 8, 2005), 70 FR 74598
(December 15, 2005). If adopted as proposed, the internet posting
alternative in the Commission proposed release would not apply to
the requirement for every registered investment company to transmit
reports to shareholders under Section 30(e) of the Investment
Company Act of 1940 and the rules thereunder.
---------------------------------------------------------------------------

    The Exchange also proposes to eliminate other elements of current
Section 203.01 of the Listed Company Manual, including the requirement
that a company inform the NYSE if it is unable to file its annual
report with the Commission in a timely manner. Under the current rule,
U.S. companies are required to distribute annual reports to
shareholders no later than 120 days from the close of the fiscal year
(225 for foreign private issuers). In order to police compliance with
this distribution requirement, the Exchange currently requires that
companies inform us of delays in filing annual reports with the SEC.
NYSE then considers the circumstances surrounding the delay in
determining whether to allow an extension of time for the distribution
of annual reports past the required date. Due to the fact that under
the rules as proposed, the Exchange will no longer be requiring the
distribution of annual reports, the current language setting out the
timeframe by which annual reports must be distributed will no longer be
applicable. As a result, the Exchange proposes to eliminate this
provision. The Exchange notes that the Commission's proxy rules set
forth requirements for U.S. companies on how far in advance of
shareholder meetings proxies must be sent to shareholders, as well as
requirements that such proxy be preceded or accompanied by annual
audited financial information.
    The Exchange also proposes to eliminate the requirement that a
company notify the NYSE prior to the filing deadline if it will not
file its annual report with the Commission on time, as well as the
language setting out the date by which a company must distribute its
annual report once the late annual report has been filed with the
Commission. The Exchange notes that Section 802.01E of the Listed
Company Manual now provides a specific process for the requirements
applicable to companies that fail to file their required annual reports
with the Commission by the required date, including a requirement that
a company issue a press release disclosing the status of the
filing.\13\ Moreover, the Exchange monitors listed companies for timely
filing of their Commission reports on an ongoing basis.\14\
---------------------------------------------------------------------------

    \13\ The Exchange has contracted with an outside vendor to
provide us with ongoing reports listing those companies that failed
to file their annual or quarterly reports with the Commission on the
required date. The Exchange receives notification of these late
filings on the next business day after the filing due date. Exchange
staff confirms via an EDGAR search that the listed filing is
actually late and then programs an internal electronic alert that
notifies the applicable compliance staff member when the delinquent
filing is subsequently made.
    \14\ See Telephone Conversation between Annemarie Tierney,
Assistant General Counsel, NYSE, and Raymond Lombardo, Special
Counsel, Division of Market Regulation, Commission and Rahman
Harrison, Special Counsel, Division of Market Regulation,
Commission, on June 20, 2006.
---------------------------------------------------------------------------

    The Exchange also proposes to eliminate language from Section
203.01 of the Listed Company Manual that sets out requirements that the
annual financial statements be independently audited and prepared in
accordance with generally accepted accounting principals in light of
the fact that these requirements reflect Commission rules relating to
the preparation of financial statements.
    In light of the fact that the proposed amendment to Section 203.01
of the Listed Company Manual requires that companies post their annual
reports filed with the Commission to their Web site, the Exchange
proposes to add a new section to the Listed Company Manual--Section
303A.14--that specifically requires listed companies to have and
maintain a Web site. This proposed section also collects into one
provision the information required under Section 303A of the Listed
Company Manual that listed companies must post to their Web sites,
including committee charters, corporate governance guidelines and their
code of business conduct and ethics.
    Currently, Section 103.00 of the Listed Company Manual specifies
that foreign private issuers must distribute U.S. GAAP or U.S. GAAP
reconciled financial statements in the form of an annual report, or
summary annual report to shareholders. Since many NYSE-listed foreign
private issuers are also required by home country law to distribute
home country financial statements to shareholders months in advance of
the completion of the U.S. GAAP or U.S. GAAP reconciled financials,
these companies are required to distribute two annual reports--one to
satisfy home country requirements and one to satisfy the NYSE's
requirements. On the other hand, some NYSE-listed foreign private
issuers are incorporated in countries that have no requirement to
distribute financials to stockholders, so the NYSE requirement is the
only one mandating a physical distribution of annual financial
statements.
    The Exchange proposes to amend Section 103.00 of the Listed Company
Manual to eliminate the requirement that foreign private issuers
distribute to shareholders at least a summary annual report that
includes summary financial information reconciled to US generally
accepted accounting principals and provide a full annual report to
shareholders upon request. Under the proposed changes to Section 203.01
of the Listed Company Manual, foreign private issuers will be required
to post their annual report on Form 20-F or 40-F to their Web site and
to provide hard copies of the full audited, US GAAP reconciled,
financial statements to shareholders upon request within a reasonable
period of time. The Exchange also proposes to amend Section 103.00 of
the Listed Company Manual to eliminate the requirement that a company
that proposes to distribute a summary annual report contact an Exchange
representative to determine whether the proposed use of the summary
annual report meets the Exchange's requirements. The Exchange believes
that since companies will no longer be required to distribute full or
summary annual reports, this language is superfluous. NYSE also
proposes to eliminate language from the first and sixth paragraphs of
Section 103.00 of the Listed Company Manual to the extent that such
language does not set forth actual listing requirements as part of our
overall effort to remove superfluous language and guidance from the
Listed Company Manual.
    Incidental conforming and cleanup amendments to the NYSE's
requirements relating to annual reports are required to Sections
202.05, 203.03, 204.00 through .33 and 313.00 of the Listed Company
Manual. These proposed cleanup changes include renumbering of sections
and the elimination of references to annual report obligations
throughout the Listed Company Manual, including with respect to
procedures relating to the distribution of annual reports. The Exchange
also proposes to restructure Sections 203.01 and 203.02 of the Listed
Company Manual to present our annual and interim financial statement

requirements in a more logical and orderly manner.
    The Exchange also proposes to amend Section 204.00 of the Listed
Company Manual to consolidate and streamline the requirements for
companies to provide notice to and file certain documents with the
Exchange. In relation to this change, the Exchange proposes to limit
the need for companies to provide information that is available via the
Commission's Electronic Data Gathering Analysis and Retrieval (EDGAR)
system or through electronic media alerts subscribed to by the NYSE.
For example, the Exchange proposes to eliminate the requirement that
companies provide us with two copies of every communication sent to
shareholders and with copies of press releases as the appropriate
Exchange staff is automatically notified of EDGAR filings or press
release dissemination through electronic alert systems to which the
Exchange subscribes. The Exchange also proposes to eliminate certain
explanatory language from this section that the Exchange considers to
be superfluous as a result of the proposed changes. For example, the
Exchange no longer believes that it needs to specify that
advertisements, circulars and news items appearing in the public press
are acceptable as authoritative advice of the company in light of the
clear list of items that must be directly noticed or provided to the
Exchange.
    The Exchange further proposes to eliminate Section 401.04 of the
Listed Company Manual. This section provides guidance regarding the
interval between end of fiscal year and annual meeting of shareholders.
While the Exchange is not disavowing that best practice would be to
hold the annual meeting of shareholders at a reasonable interval after
the close of the fiscal year, as part of overall efforts to streamline
the provisions of the Listed Company Manual, the Exchange has been
proposing on an ongoing basis to eliminate sections that provide ``best
practice'' guidance, as opposed to requiring specific action. The
Exchange ultimately intends that the Listed Company Manual will include
only those specific rules that listed companies must satisfy in order
to list and remain listed.
    The Exchange further proposes a cleanup of Section 703.09 of the
Listed Company Manual regarding disclosure of options, stock purchase
and other remuneration plans. Due to the fact that the Form 10-K
requirements for comprehensive disclosure on options available under
equity compensation plans pursuant to Item 201(d) of Regulation S-K and
on options issued as executive compensation pursuant to Item 402 of
Regulation S-K subsume the Exchange's disclosure requirements, the
Exchange no longer deems it necessary to itself recommend specific
disclosure of these items, particularly in light of the proposed
elimination of the Exchange's requirement that listed companies
distribute an annual report to shareholders.
2. Statutory Basis
    The Exchange believes that its proposed rule change, as amended, is
consistent with Section 6(b) of the Act \15\ in general, and furthers
the objectives of Section 6(b)(5) of the Act \16\ in particular, in
that it is designed to prevent fraudulent and manipulative acts and
practices, to promote just and equitable principles of trade, to remove
impediments to, and perfect the mechanism of a free and open market
and, in general, to protect investors and the public interest.
---------------------------------------------------------------------------

    \15\ 15 U.S.C. 78f(b).
    \16\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change, as
amended, would 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 neither solicited nor received written comments on
the proposed rule change, as amended.

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

    Within 35 days of the date of publication of this notice in the
Federal Register or within such longer period (i) as the Commission may
designate up to 90 days of such date if it finds such longer period to
be appropriate and publishes its reasons for so finding, or (ii) as to
which the NYSE consents, the Commission will:
    A. By order approve such proposed rule change; or
    B. Institute proceedings to determine whether the proposed rule
change should be disapproved.

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

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml.
); or     Send an e-mail to<EMAIL_ADDRESS>Please include

File Number SR-NYSE-2005-68 on the subject line.

Paper Comments

     Send paper comments in triplicate to Nancy M. Morris,
Secretary, Securities and Exchange Commission, Station Place, 100 F
Street, NE., Washington, DC 20549-1090.

All submissions should refer to File Number SR-NYSE-2005-68. This file
number should be included on the subject line if e-mail is used. To
help the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml
). 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 also will be available for inspection and copying at the
principal office of the Exchange. All comments received will be posted
without change; the Commission does not edit personal identifying
information from submissions. You should submit only information that
you wish to make publicly available. All submissions should refer to
File Number SR-NYSE-2005-68 and should be submitted on or before July
20, 2006.

    For the Commission, by the Division of Market Regulation,
pursuant to delegated authority.\17\
---------------------------------------------------------------------------

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

Nancy M. Morris,
Secretary.
 [FR Doc. E6-10243 Filed 6-28-06; 8:45 am]

BILLING CODE 8010-01-P


Comment Info: =================

General Comment:As an avid hookah enthusiast, I believe the regulations proposed are a little steep. The 2007 cutoff date renders many brands new recipes or products, i.e.-- social smoke, kaloud lotus, starbuzz, etc., useless. A growing industry suddenly cut off from all the innovation that has sparked over the last few years, the last few months even!

The hookah community as a whole is something spectacular to behold. I've yet to experience anything bad on all the forums or customer service calls I've made. Trading between members of forums is cool because those users get to share a story of a Nargile (hookah water pipe). I've never once encountered a foul egg while browsing reddit.com/r/hookah or emailing a YouTube reviewer. The community is always trying to help each other, to come together to make a shared pastime more enjoyable for anyone who wishes to learn about it.

Hookah isn't about an addiction. Some people might struggle with a nicotine addiction, but there are nicotine free alternatives for that should they be desired. I would say most, myself included, partake because it is a social stimulant. I and many others, from forums or around town, use hookahs as a catalyst for conversation. In a world where the upcoming generation is so dependent upon technology as a means of communication, there's something beautiful about sitting around with friends, new and old, communicating over something many hookah enthusiasts see as a hobby.

I'm also of the opinion that shisha (hookah tobacco) should be investigated more thoroughly and held to a certain standard of quality. I would love for there to be scientific studies done that say more than "hookah produces more smoke; therefore, it must be worse than cigarettes!". Shisha is made to be heated, not combusted. The tar intake should be exceedingly smaller than that from cigarettes or the like.

All in all, I ask for an extended commenting period so everything can be analyzed more properly. Hookah, and E-cigs especially, seem to be a great way for the general populace to kick their many year addiction to cigarettes. Hookah specifically is a great way to meet people and converse in an age overrun by technology.


? Need to return call by / at/ between and . Signature: Project No.: 0172.00.005 DISTRIBUTION Page __ 1_ of 1 _ 1_

Project Name: OW National Strategy  Evaluating Categories of Industrial Discharges TELEPHONE CALL RECORD Outgoing Call Date: 8/ 13/ 03 Time: afternoon Company Name: ExxonMobil Chemical, Baton Rouge Contact Name: Richard Cotton Phone No.: 225 977 8337 Name: Deb Bartram Eastern Research Group, Inc.

GENERAL SUBJECT : 2000/ 2001 TRI Reporting Forms  Polycyclic Aromatic Compounds TOPICS DISCUSSED AND ACTION TAKEN I contacted Richard Cotton, the supervisor for multimedia reporting for ExxonMobil Chemical in Baton Rouge ( TRI Facility ID 70805XXNCH4999S), to inquire about the reported releases of polycyclic aromatic compounds to surface water. Mr. Cotton asked for written confirmation from EPA that ERG is a contractor supporting EPA in the evaluation of TRI data. After receiving confirmation from Carey Johnston of EPA/ EAD, via fax ( 225 977 1013), Mr. Cotton indicated that he would need some time to investigate the issue with his engineer, Kristine Jones ( 225 977 4907). Mr. Cotton expected that they would be able to respond to our inquiries by 8/ 22/ 03.