[Federal Register Volume 59, Number 128 (Wednesday, July 6, 1994)]
[Unknown Section]
[Page 0]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 94-16244]


[[Page Unknown]]

[Federal Register: July 6, 1994]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-34272; File No. SR-Amex-94-12]

 

Self-Regulatory Organizations; American Stock Exchange, Inc.; 
Order Approving Proposed Rule Change Relating to Amendments to Its 
Listing Fee Schedule for Listed Companies

June 28, 1994.
    On May 3, 1994, the American Stock Exchange, Inc. (``Amex'' or 
``Exchange'') submitted to the Securities and Exchange Commission 
(``SEC'' or ``Commission''), pursuant to Section 19(b)(1) of the 
Securities Exchange Act of 1934 (``Act'')\1\ and Rule 19b-4 
thereunder,\2\ a proposed rule change to amend its original listing 
fees for stock issues.
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    \1\15 U.S.C. 78s(b)(1) (1988).
    \2\17 CFR 240.19b-4 (1994).
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    The proposed rule change was noticed in Securities Exchange Act 
Release No. 34133 (May 31, 1994), 59 FR 29308 (June 6, 1994). No 
comments were received on the proposal.
    The Amex is amending Section 140 of its Listing Standards and 
Requirements relating to the fees charged to listed companies for the 
original listing of common stock. Specifically, the Exchange is 
amending Section 140 to adopt a maximum fee applicable to the original 
listing of stock issues on the Exchange.
    Currently, the listing fee for stock issues ranges from $5,000 for 
new listings of less than one million shares to more than $122,500 for 
listings of greater than 100 million shares. In addition, each issuer 
which does not already have securities listed on the Exchange is 
assessed a one-time charge of $5,000. Listing fees for non-U.S. issuers 
listed on foreign stock exchanges are currently 50 percent of the rates 
for U.S. companies, including the $5,000 one-time charge, with a 
maximum of $30,000.
    The Exchange is amending Section 140 to adopt a maximum fee of 
$45,000 ($50,000 inclusive of the one-time charge of $5,000) for stock 
issues exceeding 15 million shares. In addition, the Exchange is 
reducing the maximum listing fee for non-U.S. issuers already listed on 
a foreign exchange from $30,000 to $25,000, inclusive of the one-time 
charge.\3\
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    \3\Section 140 is amended to require the following fees:
    Less than 1 million shares--$5,000
     1+- 2 million shares--$10,000
     2+- 3 million shares--$15,000
     3+- 4 million shares--$17,500
     4+- 5 million shares--$20,000
     5+- 6 million shares--$22,500
     6+- 7 million shares--$25,000
     7+- 8 million shares--$27,500
     8+- 9 million shares--$30,000
     9+-10 million shares--$32,500
    10+-15 million shares--$37,500
    15+    million shares--$45,000
    In addition to the above per-share fee, there is a one-time 
charge of $5,000 for companies that do not have a stock or warrant 
issue listed on the Exchange. (The one-time charge of $5,000 does 
not apply to any company which previously paid the one-time charge 
in connection with the listing of a debt issue.)
    In the case of non-U.S. companies listed on foreign stock 
exchanges, the fee, including the one-time charge, is 50% of the 
rates set forth above, with a maximum fee of $25,000. Where the 
original listing of more than one class of stock is included in the 
same application, the fee is based on the aggregate number of shares 
of all such classes.
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    The Exchange believes, based upon discussions with prospect 
companies, that each year several large companies elect not to list on 
the Amex due to the expense of the Exchange's listing fee at the upper 
end of the fee schedule.
    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, with the requirements of Section 6 of the Act.\4\ More 
specifically, the Commission believes that the proposed rule change is 
consistent with Section 6(b)(4) of the Act which requires that the 
rules of an exchange assure the equitable allocation of reasonable 
dues, fees, and other charges among members, issuers, and other persons 
using its facilities. The Commission believes that the reduced original 
listing fees for stock issues exceeding 15 million shares are not 
unfairly discriminatory as proscribed by Section 6(b)(5) of the Act.\5\
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    \4\15 U.S.C. 78f (1988).
    \5\15 U.S.C. 78f(b)(5) (1988).
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    The Commission believes that adopting a maximum original listing 
fee for stock issues exceeding 15 million shares is consistent with 
Section 6(b)(4) of the Act in that it reasonably balances the 
Exchange's interest in attracting large companies for listing with its 
regulatory interests in listing only bona fide companies on the 
Exchange. For example, although decreasing listing fees for issues over 
15 million shares should attract additional larger issuers to its 
market, as well as provide an incentive for current Exchange issuers to 
list their new issues on the Amex, the fee amendment will not affect 
the Amex's quantitative criteria for listing stock on the Exchange. 
Moreover, the adoption of a maximum fee provides for a more equitable 
allocation of listing fees among issuers and should eliminate any 
disincentive for large issuers to list on the Amex.
    The Commission also believes that reducing the maximum fee 
applicable to original listings of stock for non-U.S. companies listed 
on foreign stock exchanges from $30,000 to $25,000 (inclusive of the 
$5,000 one-time charge) is consistent with Section 6(b)(5) of the Act 
in view of the reduction in fees for U.S. companies with issues 
exceeding 15 million shares.
    Accordingly, the Commission believes that it is appropriate to 
approved the proposed rule change.
    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\6\ that the proposed rule change (SR-Amex-94-12) is approved.

    \6\15 U.S.C. 78s(b)(2) (1988).
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    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\7\
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    \7\17 CFR 200.30-3(a)(12) (1994).
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Jonathan G. Katz,
Secretary.
[FR Doc. 94-16244 Filed 7-5-94; 8:45 am]
BILLING CODE 8010-01-M