[Federal Register Volume 59, Number 18 (Thursday, January 27, 1994)]
[Unknown Section]
[Page 0]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 94-1713]


[[Page Unknown]]

[Federal Register: January 27, 1994]


-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-33495; International Series No. 629 File No. SR-Amex-
93-40]

 

Self-Regulatory Organizations; Order Granting Approval and Notice 
of Filing and Order Granting Accelerated Approval of Amendment No. 1 to 
a Proposed Rule Change by the American Stock Exchange, Inc. Relating to 
Stock Upside Note Securities (``SUNS'')

January 19, 1994.

I. Introduction

    On November 18, 1993, the American Stock Exchange, Inc. (``Amex'' 
or ``Exchange''), pursuant to section 19(b)(1) of the Securities 
Exchange Act of 1934 (``Act'')\1\ and Rule 19b-4 thereunder,\2\ filed 
with the Securities and Exchange Commission (``SEC'' or ``Commission'') 
a proposed rule change to list and trade Stock Upside Note Securities 
(``SUNS''),\3\ the return on which is based on the Lehman Brothers 
Global Emerging Telecommunications Basket (``Telecommunications 
Basket'').\4\ Notice of the proposal appeared in the Federal Register 
on December 6, 1993.\5\ No comment letters were received on the 
proposed rule change. On January 6, 1994, the Amex filed Amendment No. 
1 to the proposed rule change.\6\ This order approves the proposal.
---------------------------------------------------------------------------

    \1\15 U.S.C. 78s(b)(1) (1988).
    \2\17 CFR 240.19b-4 (1992).
    \3\``SUNS,'' ``Stock Upside Note Securities,'' and ``Global 
Emerging Telecommunications Basket'' are registered service marks of 
Lehman Brothers Holdings, Inc. (``Lehman Brothers'').
    \4\The Telecommunications Basket is a static portfolio 
consisting of 24 equity securities listed as: (1) Common shares 
outside of the United States in the countries having the greatest 
exchange trading volume for the shares; (2) common shares in the 
United States; or (3) as American Depositary Receipts (``ADRs'') in 
the United States. An ADR is a negotiable receipt which is issued by 
a depositary, generally a bank, representing shares of a foreign 
issuer that have been deposited and are held, on behalf of holders 
of the ADRs, at a custodian bank in the foreign issuer's home 
country. The securities which comprise the Telecommunications Basket 
are securities issued by corporations formed under Argentina, 
Brazil, Canada, Chile, France, Hong Kong, Israel, Italy, Malaysia, 
Mexico, New Zealand, the Philippines, Spain, Sweden, Thailand, the 
United States, and the United Kingdom.
    \5\See Securities Exchange Act Release No. 33255 (November 18, 
1993), 58 FR 64347 (December 6, 1993).
    \6\Amendment No. 1 to the proposed rule change states that: (i) 
if the entity that is used to calculate the value of the 
Telecommunications Basket is required to use the bid and offer price 
for a portfolio security to determine the market price of such 
portfolio security, then that entity shall not use any bid or offer 
price announced by Lehman Brothers or any affiliate of Lehman 
Brothers; and (ii) Lehman Brothers will monitor the volatility of 
the Telecommunications Basket securities and will discuss with the 
Commission the need to increase the frequency of portfolio value 
dissemination if the volatility of the Telecommunications Basket 
increases materially. See Letter from John Riley, Simpson Thacher & 
Bartlett, to Brad Ritter, Attorney, Office of Derivatives 
Regulation, Division of Market Regulation, Commission, dated January 
6, 1994 (``January 6 Letter'').
---------------------------------------------------------------------------

II. Description of the Proposal

    Under section 107 of the Exchange's Company Guide (``Guide''), the 
Amex may approve for listing securities which can not be readily 
categorized under the listing criteria for common and preferred stocks, 
bonds, debentures, and warrants. The Amex is proposing to list for 
trading under section 107 of the Guide, Telecommunications Basket 
SUNS.\7\
---------------------------------------------------------------------------

    \7\The Commission recently approved a proposed rule change 
submitted by the New York Stock Exchange, Inc. (``NYSE'') for the 
listing and trading of two similar products: (1) Market Index Target 
Term Securities (``MITTS'') based upon a global portfolio of 
securities representing telecommunications companies; and (2) MITTS 
based upon a portfolio of securities of European companies. See 
Securities Exchange Act Release Nos. 32840 (September 2, 1993), 58 
FR 47485 (September 9, 1993); and 33368 (December 22, 1993), 58 FR 
68975 (December 29, 1993), respectively (collectively ``MITTS 
Approval Orders'').
---------------------------------------------------------------------------

    The Telecommunications Basket SUNS will conform to the listing 
guidelines under Section 107 of the Guide, which provide that issues 
must have: (1) A minimum public distribution of one million trading 
units; (2) a minimum of 400 shareholders; and (3) a market value of at 
least $20 million. In addition, the listing guidelines provide that the 
issuer have assets in excess of $100 million, and stockholder's equity 
of at least $10 million. In the case of an issuer which is unable to 
satisfy the earnings criteria stated in section 101 of the Guide, the 
Exchange will require the issuer to have the following: (1) Assets in 
excess of $200 million and stockholders' equity of at least $10 
million; or (2) assets in excess of $100 million and stockholders' 
equity of at least $20 million.
    SUNS are non-callable senior hybrid debt securities of Lehman 
Brothers. SUNS will have a term of four to seven years and will pay an 
annual coupon based on the annual appreciation of the 
Telecommunications Basket. At maturity, holders of SUNS also will 
receive from the issuer the entire principal amount of the note. 
Telecommunications Basket SUNS are cash-settled in that they do not 
give the holder any right to receive a portfolio security or any other 
ownership right or interest in the portfolio securities, although the 
return on the investment is based on the aggregate portfolio value of 
the Telecommunications Basket.
    According to the Amex, Telecommunications Basket SUNS will allow 
investors to combine the protection of the principal amount of the SUNS 
with potential additional payments based upon the performance of a 
portfolio of securities representing 24 highly capitalized global 
telecommunications companies. In particular, the proposed 
Telecommunications Basket SUNS will provide 100% principal protection 
of the original issue price at maturity with the opportunity to 
participate in any upside appreciation of the underlying 
Telecommunications Basket during the term of the note.
    The Telecommunications Basket consists of securities of 24 global 
telecommunications companies that have significantly different levels 
of market capitalization, ranging from a high of approximately US$77.5 
billion for American Telephone & Telegraph Company to a low of 
approximately US$616 million for Champion Technology.\8\ The securities 
in the Telecommunications Basket include the common stock of five U.S. 
telecommunications companies,\9\ the common stock of three foreign 
issuers (which stocks are listed and trade on, or traded over the 
facilities of, U.S. securities markets),\10\ ADRs of nine foreign 
issuers,\11\ and the ordinary shares of seven foreign issuers traded 
primarily on or through non-U.S. securities markets.\12\ The average 
daily trading volume for the components of the Telecommunications 
Basket for the period from August 1993, through October 1993, ranged 
from a high of approximately 2.4 billion shares for Telecommunications 
Brasileiras S.A., to a low of approximately 45,000 shares for Tadiran. 
In addition, the public float\13\ as of November 2, 1993 for the 
securities comprising the Telecommunications Basket ranged from a high 
of approximately US$74.8 billion for American Telephone & Telegraph 
Company to a low of approximately US$275 million for Tadiran.\14\
---------------------------------------------------------------------------

    \8\These values are as of November 2, 1993.
    \9\The U.S. companies include: ALLTEL, AT&T, Bell Atlantic 
Corporation, GTE Corporation, and MCI Corporation. The common stock 
of these issuers is listed and traded on NYSE, the Exchange, or 
traded through the National Association of Securities Dealers, Inc. 
(``NASD'') Automated Quotation (``NASDAQ'') system's National Market 
System (``NMS'').
    \10\The foreign common stock issues traded on or over the 
facilities of U.S. securities markets include: Newbridge Networks 
Corporation (Canada), Philippine Long Distance Telephone Company 
(Phillippines), and Tadiran (Israel). Newbridge Networks is traded 
through NASDAQ/NMS, Philippine Lone Distance Telephone is traded on 
the Amex, and Tadiran is traded on the NYSE.
    \11\Each of the ADRs is either listed or traded on, or traded 
over the facilities of, U.S. securities markets. The ADRs represent 
Alcatel Alsthom Compagnie Generale d'Electricite; Cable & Wireless; 
Compania de Telefonos de Chile S.A.; Hong Kong Telecommunications, 
Ltd.; L.M. Ericsson Telephone Company, Inc.; Telecom Corporation of 
New Zealand, Ltd.; Telefonica de Espana; Telefonos de Mexico, S.A. 
de C.V.; and Vodaphone Group Plc.
    \12\The ordinary shares of the foreign issuers are: Advanced 
Info. Services (Thailand); Champion Technology (Hong Kong); STET 
(Italy); Telecom Argentina (Argentina); Telecomunicacoes Brasileiras 
(Brazil); Telefonica de Argentina (Argentina); and Telekom Malaysia 
(Malaysia).
    \13\As used herein, ``public float'' is defined as shares 
outstanding as reported by the issuer, minus treasury stock, times 
the security price.
    \14\Lehman Brothers has represented that public float 
information is not readily available for the seven foreign 
components traded outside of the U.S. See Letter from John Riley, 
Simpson Thacher & Bartlett, to Brad Ritter, Attorney, Office of 
Derivatives Regulation, Division of Market Regulation, Commission, 
dated December 16, 1993.
---------------------------------------------------------------------------

    At the outset, each of the securities in the Telecommunications 
Basket will have equal representation. Specifically, each security 
included in the portfolio will be assigned a multiplier on the date of 
issuance so that the security represents an equal percentage of the 
value of the entire portfolio on the date of issuance. The multiplier 
indicates the number of shares (or fraction of one share) of a 
security, given its market price, to be included in the calculation of 
the portfolio. Accordingly, each of the 24 companies included in the 
Telecommunications Basket will represent approximately 4.167% of the 
total portfolio at the time of issuance.
    The multiplier for each security in the Telecommunications Basket 
will generally remain unchanged except for limited adjustments that may 
be necessary as a result of stock splits or stock dividends.\15\ There 
will be no adjustments to the multipliers to reflect cash dividends 
paid with respect to a portfolio security. In addition, no adjustments 
of any multiplier of a portfolio security will be made unless such 
adjustment would require a change of at least 1% in the multiplier then 
in effect.
---------------------------------------------------------------------------

    \15\Lehman Brothers will adjust the multiplier of any 
Telecommunications Basket security if the security is subject to a 
stock split or reverse split or similar adjustment in the case of an 
ADR, to equal the product of the number of shares issued with 
respect to one share of the Telecommunications Basket security, or 
the number of receipts issued with respect to an ADR, and the prior 
multiplier. In the case of a stock dividend, the multiplier will be 
adjusted so that the new multiplier will equal the former multiplier 
plus the product of the number of shares of such portfolio security 
issued with respect to one share of the portfolio security and the 
prior multiplier. In the case of a listing of ADRs on a national 
securities exchange in the United States or on NASDAQ/NMS, the 
multiplier will be adjusted so that the new multiplier will equal 
the conversion of ordinary shares to ADRs. The listed ADRs then will 
be used to calculate the value of the Telecommunications Basket.
---------------------------------------------------------------------------

    If the issuer of a security included in the Telecommunications 
Basket no longer exists, whether for reason of a merger, acquisition or 
similar type of corporate control transaction, then Lehman Brothers 
will assign to that security a value equal to the security's final 
value for the purposes of calculating portfolio values. For example, if 
a company included in the Telecommunications Basket is acquired by 
another company, Lehman Brothers shall thereafter assign a value to the 
share of the acquired company's securities equal to the value per share 
at which time the acquisition takes place. If the issuer of a portfolio 
security is in the process of liquidation or subject to a bankruptcy 
proceeding, insolvency, or other similar adjudication, such security 
will continue to be included in the Telecommunications Basket so long 
as a market price for such security is available. If a market price is 
no longer available for a portfolio security, including, but not 
limited to, liquidation, bankruptcy, insolvency, or any other similar 
proceeding, then the value of the portfolio security will be assigned a 
value of zero in connection with calculating the daily portfolio value 
and the closing portfolio value of the Telecommunications Basket, for 
so long as no market price exists for that security.\16\
---------------------------------------------------------------------------

    \16\Lehman Brothers will not attempt to find a replacement stock 
or to compensate for the extinction of a security due to bankruptcy 
or a similar event.
---------------------------------------------------------------------------

    The value of the Telecommunications Basket will initially be 
calculated once a day either by an affiliate of Lehman Brothers or by 
an independent calculation agent (``Pricing Agent''). These values will 
be disseminated to investors once a day after 5:00 p.m. Eastern 
Standard Time. The portfolio value, for any day, will equal the sum of 
the products of the most recently available market prices and the 
applicable multipliers for the portfolio securities.\17\ In addition, 
if the Pricing Agent is an affiliate of Lehman Brothers, Lehman 
Brothers has undertaken to implement certain surveillance and 
compliance procedures with respect to the dissemination of the 
portfolio value, requiring that the portfolio value be announced only 
through public dissemination and restricting the access of the 
affiliate's trading desk to the portfolio value determined by the 
affiliate.\18\
---------------------------------------------------------------------------

    \17\The procedures for determining the prices of the components 
of the Global Telecommunications Basket will be the same as those 
approved by the Commission for MITTS (see MITTS Approval Orders, 
supra note 7). Specifically, the market price used for calculation 
of the portfolio value is the last reported sale price if the 
portfolio security is listed and traded on a national securities 
exchange, or is traded through NASDAQ/NMS.
    If the portfolio security is a security of a foreign issuer or 
is an ADR that is not listed on a national securities exchange in 
the U.S. or is not a NASDAQ/NMS security, then the market price is 
the last reported sale price on the securities exchange on which the 
portfolio security is listed having the greatest volume of trading 
for the preceding calendar month as determined by the Pricing Agent, 
provided that if such last reported sale price is for a transaction 
that occurred more than 4 hours prior to the close of such exchange, 
then the market price is the average of the last available bid and 
offer price on such exchange.
    If a foreign-issued portfolio security is not listed or trading 
on any securities exchange or if the last reported sale price or bid 
and offer are not obtainable, then the market price is the last 
reported sale price on the over-the-counter (``OTC'') market with 
the greatest volume of trading as determined by the Pricing Agent. 
However, if such last reported sale price is for a transaction which 
occurred more than 4 hours prior to when trading in such OTC market 
typically ends, then the market price is the average of the last 
available bid and offer price of the three most active dealers, as 
selected by the Pricing Agent. See Letter from John Riley, Simpson 
Thacher & Bartlett, to Brad Ritter, Attorney, Office of Derivatives 
Regulation, Division of Market Regulation, Commission, dated January 
13, 1994 (``January 13 Letter'').
    If the Pricing Agent is required to use the bid and offer price 
for a portfolio security to determine the market price of such 
portfolio security, then the pricing Agent will not use any bid or 
offer price announced by the Pricing Agent or any other affiliate of 
Lehman Brothers. See January 6 Letter, supra note 6.
    \18\See January 13 Letter, supra note 17.
---------------------------------------------------------------------------

    Telecommunications Basket SUNS will be denominated in U.S. dollars 
and will entitle holders to receive annual coupon payments based upon 
the percentage change in the value of the Telecommunications Basket 
from the beginning to the end of the year. If the market value of the 
portfolio has declined, the holder will receive not less than 100% of 
the original principal amount of the security. Like the MITTS listed on 
the NYSE, Telecommunications Basket SUNS may not be redeemed prior to 
maturity and are not callable by the issuer. Holders of 
Telecommunications Basket SUNS will be able to cash-out of their 
investment by selling the security on the Amex. The Exchange 
anticipates that the trading value of the security in this secondary 
trading market will depend in large part on the value of the securities 
comprising the Telecommunications Basket and also on such other factors 
as the level of interest rates, the volatility of the value of the 
Telecommunications Basket, the time remaining to maturity, dividend 
rates, and the creditworthiness of the issuer, Lehman Brothers.\19\
---------------------------------------------------------------------------

    \19\Lehman Brothers will deposit registered global securities 
representing Global Telecommunications Basket SUNS with its 
depository, The Depository Trust Company (``DTC''), so as to permit 
book-entry settlement of transactions by participants in DTC. See 
January 13 Letter, supra note 17.
---------------------------------------------------------------------------

    Because Telecommunications Basket SUNS are linked to a portfolio of 
equity securities, the Amex's existing equity floor trading rules will 
apply to the trading of Telecommunications Basket SUNS. First, pursuant 
to Amex Rule 411, the Exchange will impose a duty of due diligence on 
its members and member firms to learn the essential facts relating to 
every customer prior to trading Telecommunications Basket SUNS.\20\ 
Second, consistent with Amex Rule 411, the Exchange will further 
require that a member or member firm specifically approve a customer's 
account for trading Telecommunications Basket SUNS prior to, or 
promptly after, the completion of the transaction. Third, 
Telecommunications Basket SUNS will be subject to the equity margin 
rules of the Exchange. Fourth, prior to trading Telecommunications 
Basket SUNS, the Exchange will distribute a circular to the membership, 
in the form reviewed by the Commission, providing guidance with regard 
to member firm compliance responsibilities (including suitability 
recommendations) when handling transactions in Telecommunications 
Basket SUNS and highlighting the special risks and characteristics of 
the Telecommunications Basket SUNS.
---------------------------------------------------------------------------

    \20\Amex Rule 411 requires that every member, member firm or 
member corporation use due diligence to learn the essential facts 
relative to every customer and to every order or account accepted.
---------------------------------------------------------------------------

III. Commission Findings and Conclusions

    The Commission finds that the proposed rule change is consistent 
with the requirements of the Act and the rules and regulations 
thereunder applicable to a national securities exchange, and, in 
particular, the requirements of section 6(b)(5).\21\ Specifically, the 
Commission believes that providing for exchange-trading of 
Telecommunications Basket SUNS will offer a new and innovative means of 
participating in the market for global telecommunications securities. 
In particular, the Commission believes that Telecommunications Basket 
SUNS will permit investors to gain equity exposure in global 
telecommunications companies, while at the same time, limiting the 
downside risk of the original investment.\22\ For these reasons, as 
well as those discussed in the MITTS Approval Orders,\23\ the 
Commission finds that the listing and trading of Telecommunications 
Basket SUNS by the Amex is consistent with the Act.\24\
---------------------------------------------------------------------------

    \21\15 U.S.C. 78f(b)(5) (1988).
    \22\Pursuant to section 6(b)(5) of the Act the Commission must 
predicate approval of exchange trading of new products upon a 
finding that the introduction of the product is in the public 
interest. Such a finding would be difficult with respect to a 
product that served no investment, hedging, or other economic 
function, because any benefits that might be derived by market 
participants would likely be outweighed by the potential for 
manipulation, diminished public confidence in the integrity of the 
markets, and other valid regulatory concerns.
    \23\See MITTS Approval Orders, supra note 7.
    \24\See MITTS Approval Orders, supra note 7.
---------------------------------------------------------------------------

    As with MITTS, Telecommunications Basket SUNS are not leveraged 
instruments, however, their price will still be derived and based upon 
the underlying basket of securities. Accordingly, the level of risk 
involved in the purchase or sale of a Telecommunications Basket SUNS is 
similar to the risk involved in the purchase or sale of traditional 
common stock. Nonetheless, as with the MITTS, the Commission has 
several specific concerns regarding the trading of this type of 
product.
    The Commission notes that the Exchange's rules and procedures that 
address the special concerns attendant to the trading of hybrid 
securities will be applicable to Telecommunications Basket SUNS. In 
particular, by imposing the hybrid listing standards, suitability, 
disclosure, and compliance requirements noted above, the Commission 
believes the Exchange has addressed adequately the potential problems 
that could arise from the hybrid nature of Telecommunications Basket 
SUNS. Moreover, the Exchange will distribute a circular to its 
membership calling attention to the specific risks associated with 
Telecommunications Basket SUNS.
    The Commission notes that Lehman Brothers intends to have the 
Pricing Agent publish the value of the Telecommunications Basket once 
each business day after 5 p.m. Eastern Standard Time for dissemination 
to electronic reporting services as well as to newspapers and trade 
publications. Lehman Brothers asserts that the value of a SUNS does not 
necessarily correlate with the intra-day price moves related to the 
underlying component securities, largely as a result of the time value 
to maturity of the SUNS.
    As a general matter, the Commission continues to believe that for 
new derivative products, real-time dissemination of the value of the 
underlying instrument should be provided to all investors. 
Nevertheless, the Commission has determined to permit 
Telecommunications Basket SUNS to trade without real-time dissemination 
at this time for several reasons. First, a SUNS is not a leveraged 
product that has its value determined primarily from the underlying 
securities but rather guarantees recoupment of 100% of the principal 
amount. Second, factors such as the creditworthiness of the issuer, in 
addition to price movements in the underlying securities will be 
relevant in pricing the Telecommunications Basket SUNS. Third, the 
Telecommunications Basket SUNS should, at least prior to expiration, 
trade more like a bond or debt security, based on the issuer's ability 
to perform rather than the value of the Telecommunications Basket.\25\ 
Accordingly, the Commission believes that real-time dissemination of 
the aggregate market value of the underlying Telecommunications Basket 
is not necessary at this time but would nevertheless expect Lehman 
Brothers, along with the Amex, to monitor the product to determine if 
increased reporting is necessary especially as the product approached 
maturity.\26\
---------------------------------------------------------------------------

    \25\Lehman Brothers has agreed to monitor the volatility of the 
market price of the Global Telecommunications Basket SUNS in 
relation to the underlying Global Telecommunications Basket and to 
discuss with the Commission the need to implement more frequent 
portfolio value dissemination in the event of an increase in intra-
day volatility. See January 6 Letter, supra note 6.
    \26\Notwithstanding the above, the Commission still believes 
that it is useful and beneficial for all investors and market 
participants to have access to the value of the portfolio on a real-
time basis and encourages the Amex and Lehman Brothers to further 
explore the possibilities in this area.
---------------------------------------------------------------------------

    The Commission realizes that SUNS do not contain a clearinghouse 
guarantee (as in the case of standardized options), but are instead 
dependent upon the individual credit of the issuer.\27\ This heightens 
the possibility that a purchaser of Telecommunications Basket SUNS may 
not be able to receive the promised payment of 100% of the principal 
upon maturity. To some extent this credit risk is minimized by the 
Exchange's continued listing standards which require issuers to 
maintain a minimum aggregate market value of $1 million for its 
publicly-held shares.\28\ In addition, the Exchange's hybrid listing 
standards further require that Telecommunications Basket SUNS have at 
least $20 million in market value.\29\ In any event, financial 
information regarding Lehman Brothers, in addition to information on 
substantially all of the issuers of the underlying securities 
comprising the Telecommunications Basket, will be publicly 
available.\30\
---------------------------------------------------------------------------

    \27\In this case, the issuer of Telecommunications Basket SUNS 
will be Lehman Brothers.
    \28\See Amex Company Guide Sec. 1003(b).
    \29\See Amex Company Guide Sec. 107.
    \30\With the exception of one component (Telekom Malaysia), the 
securities comprising the Telecommunications Basket are either 
issued by companies that are reporting companies under the Act or 
subject to a limited exemption under Rule 12g3-2(b) of the Act. See 
Letter from Benjamin Krause, Senior Vice President, Capital Markets 
Group, Amex, to Richard Zack, Branch Chief, Office of Derivatives 
Regulation, Division of Market Regulation, Commission, dated October 
25, 1993 (``October 25 Letter'').
---------------------------------------------------------------------------

    The Commission also has a systemic concern, however, that a broker-
dealer, such as Lehman Brothers, or a subsidiary providing a hedge for 
the issuer will incur position exposure. As discussed in the MITTS 
Approval Orders, the Commission believes this concern is minimal given 
the size of Telecommunications Basket SUNS issuance in relation to the 
net worth of Lehman Brothers.\31\
---------------------------------------------------------------------------

    \31\See MITTS Approval Orders, supra note 7.
---------------------------------------------------------------------------

    The Commission believes that the listing and trading of 
Telecommunications Basket SUNS should not unduly impact the market for 
the underlying securities comprising the Telecommunications Basket. 
First, the underlying securities comprising the portfolio are either 
well-capitalized stocks, or in the case of ADRS, represent in dollar 
terms substantial market value.\32\ Second, the all but one of the 
issuers of the underlying securities comprising the Telecommunications 
Basket, are subject to reporting requirements under the Act, and a 
large percentage of the portfolio securities are either listed or 
traded on, or traded over the facilities of, U.S. securities 
markets.\33\ Third, the Exchange has surveillance agreements in place 
for a large percentage of the securities in the Telecommunications 
Basket for the sharing of market information.\34\ This in addition to 
the Amex's surveillance procedures will serve to deter as well as 
detect any potential manipulation. Fourth, Lehman Brothers will not 
include quotations made by or through Lehman Brothers or its affiliates 
when calculating the value of the Telecommunications Basket.\35\ 
Lastly, the Pricing Agent will agree to restrict information with 
respect to all calculations of portfolio securities so that individuals 
trading such securities on behalf of the Pricing Agent will only be 
able to receive such information through public means and not prior to 
its release to the public.\36\
---------------------------------------------------------------------------

    \32\ See supra notes 8-14 and accompanying test.
    \33\ The Commission notes that 17 of the 24 component securities 
are traded on the NYSE, Amex, or through NASDAQ/NMS.
    \34\ The Amex has information sharing agreements with the home 
markets for all the non-U.S. components included in the Basket 
except for Advanced Info. Services (Thailand); Philippine Long 
Distance Telephone Company (Philippines); STET (Italy); and 
Telefonos de Mexico, S.Z. de C.V. (Mexico). See October 25 Letter, 
supra note 30.
    \35\ January 6 Letter, supra note 6.
    \36\ See January 13 Letter, supra note 17.
---------------------------------------------------------------------------

    The Commission finds good cause for approving Amendment No. 1 to 
the proposed rule change prior to the thirtieth day after the date of 
publication of notice thereof in the Federal Register. The Commission 
finds that the proposal, as amended, is substantially similar to the 
MITTS products which were previously approved by the Commission for 
listing and trading on the NYSE. Furthermore, this proposal was 
published in the Federal Register for the full 21-day comment period 
without any comments being received by the Commission. Therefore, the 
Commission believes it is consistent with section 6(b)(5) of the Act to 
approve Amendment No. 1 to the proposed rule change on an accelerated 
basis.
    Interested persons are invited to submit written data, views and 
arguments concerning Amendment No. 1 to the proposed rule change. 
Persons making written submissions should file six copies thereof with 
the Secretary, Securities and Exchange Commission, 450 Fifth Street, 
NW., Washington, DC 20549. 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 Section, 450 Fifth Street, NW., Washington, DC. Copies of 
such filing will also be available for inspection and copying at the 
principal office of the Amex. All submissions should refer to File No. 
SR-Amex-93-40 and should be submitted by February 17, 1994.
    It is Therefore Ordered, pursuant to section 19(b)(2) of the 
Act,\37\ that the proposed rule change (File No. SR-Amex-93-40) is 
approved.

    \37\15 U.S.C. 78s(b)(2) (1988).
---------------------------------------------------------------------------

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\38\
---------------------------------------------------------------------------

    \38\17 CFR 200.30-3(a)(12) (1993).
---------------------------------------------------------------------------

Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 94-1713 Filed 1-26-94; 8:45 am]
BILLING CODE 8010-01-M