[Federal Register Volume 60, Number 111 (Friday, June 9, 1995)]
[Notices]
[Pages 30614-30615]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-14192]



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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-35802; File No. SR-Amex-95-20]


Self-Regulatory Organizations; Notice of Filing of Proposed Rule 
Change by the American Stock Exchange, Inc. Relating to the Listing and 
Trading of Indexed Term Notes

June 2, 1995.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act''), 15 U.S.C. 78s(b)(1), notice is hereby given that on May 30, 
1995, the American Stock Exchange, Inc. (``Amex'' 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 Amex. The Commission is publishing this 
notice to solicit comments on the proposed rule change from interested 
persons.

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

    The Exchange proposes to approve for listing and trading under 
Section 107A of the Amex Company Guide (``Guide''), Indexed Term Notes 
(``Notes''), the return on which is based in whole or in part on 
changes in the value of twenty-four (24) equity securities of companies 
that have been identified by the underwriter as ``consolidation 
candidates'' (``Index'').\1\ The text of the proposed rule change is 
available at the Office of the Secretary, the Amex, and at the 
Commission.

    \1\ The components of the Index are: Agouron Pharmaceuticals, 
Inc; Biogen, Inc.; Campbell Soup Co.; Crestar Financial Corp.; 
Electronic Arts, Inc.; H.J. Heinz Co.; Healthcare Compare Corp.; 
Integra Financial Corp.; McCormick & Co.; Mercantile Bancorporation; 
Mesa, Inc.; Midlantic Corp.; Inc.; Money Store, Inc.; Multicare 
Companies, Inc.; Oryx Energy Co.; Physician Corp. of America; 
Protein Design Labs, Inc.; Quaker Oats Co.; Santa Fe Energy 
Resources; Sierra Health Services; Triton Energy Corp.; United 
Financial Corp.; Upjohn Co.; and Vertex Pharmaceuticals, Inc.
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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 Amex 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 the 
Statutory Basis for, the Proposed Rule Change

    Under Section 107A of the Guide, the Exchange may approve for 
listing and trading securities which cannot be readily categorized 
under the listing criteria for common and preferred stocks, bonds, 
debentures, or warrants.\2\ The Amex now proposes to list for trading, 
under Section 107A of the Guide, Notes whose value is based in whole or 
in part on the value of the Index.

    \2\ See Securities Exchange Act Release No. 27753 (March 1, 
1990), 55 FR 8626 (March 8, 1990).
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    The Notes will be non-convertible debt securities and will conform 
to the listing guidelines under section 107A of the Guide.\3\ The Notes 
will have a term of three years from the date of issue.\4\ 
Additionally, the Notes will provide that at maturity, holders will 
receive not less than 90% of the initial issue price of the Notes. 
Prior to the commencement of listing and trading of the Notes, the 
Exchange will distribute a circular to its membership providing 
guidance with regard to member firm compliance responsibilities, 
including appropriate suitability criteria and/or guidelines.

    \3\ Specifically, issuances of securities pursuant to Sec. 107A 
of the Guide must have: (1) A minimum public distribution of one 
million trading units; (2) a minimum of 400 holders; (3) an 
aggregate market value of at least $4 million; and (4) a term of at 
least one year. Additionally, the issuers must have assets of at 
least $100 million, stockholders' equity of at least $10 million, 
and pre-tax income of at least $750,000 in the last fiscal year or 
in two of the three prior fiscal years. As an alternative to these 
financial criteria, the issuer may have either: (1) Assets in excess 
of $200 million and stockholders' equity in excess of $10 million; 
or (2) assets in excess of $100 million and stockholders' equity in 
excess of $20 million.
    \4\ The Commission notes that the value of the Index at maturity 
will not be adjusted to account for ordinary cash dividends paid on 
the component securities during the term of the Notes.
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Eligibility Standards for Index Components

    The AMEX represents that at the time of issuance of the Notes, each 
security in the Index will satisfy the following criteria: (1) A 
minimum market capitalization of $75 million, except that up to 10% of 
the component securities may have a market capitalization of not less 
than $50 million; (2) average monthly trading volume for the six months 
prior to the offering of the Notes of not less than one million shares, 
except that up to 10% of the component securities may have an average 
monthly trading volume of 500,000 shares or more for the six months 
prior to the offering; (3) 90% of the Index's [[Page 30615]] numerical 
Index value and at least 80% of the total number of component 
securities will meet the then current criteria for standardized options 
trading set forth in Exchange Rule 915; and (4) all component stocks 
will (i) either be listed on the Amex, the New York Stock Exchange, or 
will be National Market securities traded through the facilities of 
Nasdaq and (ii) be subject to last sale reporting pursuant to Rule 
11Aa-3 of the Act.

Index Calculation

    The Index will be calculated using an ``equal dollarweighting'' 
methodology designed to ensure that each of the component securities is 
represented in an approximately equal dollar amount in the Index at the 
time the Notes are issued. To create the Index, a portfolio of the 
securities comprising the Index will be established by the issuer 
representing an investment of a specified dollar amount in each 
component security (rounded to the nearest whole share). The value of 
the Index will equal the current market value of the sum of the 
assigned number of shares of each of the component securities divided 
by the current Index divisor. The Index divisor will initially be set 
to provide a benchmark value of 100.00 at the close of trading on the 
day preceding the issuance of the Notes.
    The number of shares of each component stock in the Index will 
remain fixed except in the event of certain types of corporate actions 
such as the payment of a dividend (other than an ordinary cash 
dividend), a stock distribution, stock split, reverse stock split, 
rights offering, distribution, reorganization, recapitalization, or 
similar event with respect to the component securities. The number of 
shares of each component security may also be adjusted, if necessary, 
in the event of a merger, consolidation, dissolution, or liquidation of 
an issuer or in certain other events such as the distribution of 
property by an issuer to shareholders. Shares of a component security 
may be replaced (or supplemented) with other securities under certain 
circumstances, such as the conversion of a component stock into another 
class of security, or the spin-off of a subsidiary. If the security 
remains in the Index, the number of shares of that security may be 
adjusted, to the nearest whole share, to maintain the component's 
relative weight in the Index at the level immediately prior to the 
event(s) discussed above.\5\ In all cases, the divisor will be 
adjusted, if necessary, to ensure continuity of the value of the Index. 
In the event that a security in the Index is canceled due to a 
corporate consolidation and the holders of such security receive cash, 
the cash value of that security will be included in the Index and will 
accrue interest at LIBOR to term, compounded daily.

    \5\ The issuer will not attempt to find a replacement stock or 
compensate for the extinction of a security due to bankruptcy or a 
similar event.
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    The value of the Index will be calculated continuously by the Amex 
and disseminated every 15 seconds over the Consolidated Tape 
Association's Network B.
Payment at Maturity

    The Notes will provide for a single payment at maturity, i.e., 
there will be no periodic interest payments. The Notes will entitle the 
holder, upon maturity, to receive an amount based upon the percentage 
change between the ``original portfolio value'' and the ``average 
portfolio value,'' provided, however that the amount payable at 
maturity will not be less than 90% of the principal amount of the 
Notes. The ``original portfolio value'' is the closing level of the 
Index on the day immediately preceding the issuance of the Notes. The 
``average portfolio value'' is the average of the closing values of the 
Index on the last trading day of each of the last 30 months of the term 
of the Notes.
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Act, in general, and furthers the objectives 
of Section 6(b)(5) in particular, in that it is designed to prevent 
fraudulent and manipulative acts and practices, to promote just and 
equitable principles of trade, to foster cooperation and coordination 
with persons engaged in facilitating transactions in securities, and to 
remove impediments to and perfect the mechanism of a free and open 
market and a national market system.

(B) Self-Regulatory Organization's Statement on Burden on Competition

    The Amex does not believe that the proposed rule change will impose 
any inappropriate burden on competition.

(C) Self-Regulatory Organization's Statement on Comments on the 
Proposed Rule Change Received from Members, Participants or Others

    No written comments were solicited or received with respect to the 
proposed rule change.

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 self-regulatory organization 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. Persons making written submissions 
should file six copies thereof with the Secretary, Securities and 
Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. 
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, N.W., 
Washington, D.C. 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-95-20 and should be 
submitted by June 30, 1995.

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\6\

    \6\ 17 CFR 200.30-3(a) (12) (1994).
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Jonathan G. Katz,
Secretary.
[FR Doc. 95-14192 Filed 6-8-95; 8:45 am]
BILLING CODE 8010-01-M