[Federal Register Volume 61, Number 155 (Friday, August 9, 1996)]
[Notices]
[Pages 41669-41671]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-20311]


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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-37522; File No. SR-Amex-96-29]


Self-Regulatory Organizations; Notice of Filing of Proposed Rule 
Change by American Stock Exchange, Inc. Relating to Restrictions on the 
Available Exercise Prices for FLEX Equity Call Options and Elimination 
of the Requirement that Members Sign the Trade Sheet to Create a 
Binding FLEX Contract

August 2, 1996.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 
1934, 15 U.S.C. 78s(b)(1), notice is hereby given that on July 29, 
1996, the American Stock Exchange, Inc. (``Amex'' or ``Exchange'') 
filed with the Securities and Exchange Commission the proposed rule 
change as described in Items I, II, and III below, which Items have 
been prepared by the self-regulatory organization. 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 American Stock Exchange, Inc. proposes to amend Exchange Rule 
906G to restrict the available exercise prices for FLEX equity call 
options and Rule 904G to eliminate the requirement that members sign 
the Trade Sheet when creating a binding FLEX contract.
    The text of the proposed rule changes is available at the Office of 
the Secretary, the Amex and at the Commission.

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 self-regulatory organization 
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 self-regulatory organization 
has prepared summaries, set forth in

[[Page 41670]]

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

(1) Purpose

Rule 903G Amendment

    On June 19, 1996, the Exchange received approval to list and trade 
flexible options on individual stocks known as FLEX equity options.\1\ 
Similar to the FLEX index options currently trading at the Exchange, 
investors will be able to set the specific terms of each FLEX equity 
option contract. Among the terms that can be specified are: (1) the 
expiration date of the option; (2) the exercise price of the option; 
and (3) the exercise style of the option (American or European). The 
Exchange, however, imposes some limitations on these flexible terms. 
For example, the Exchange does not permit the expiration date of a FLEX 
option to be any business day that falls on or within two business days 
of the expiration date for standardized non-FLEX equity options.
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    \1\ See Securities Exchange Act Release No. 37336 (June 19, 
1996) (order approving SR-Amex-95-57).
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    Although the Exchange has received approval to trade these 
products, it has not done so due to a concern that the flexible 
exercise price feature could result in an available call option that 
would impact the qualified covered call rules of Section 1092(c)(4) of 
the Internal Revenue Code, thus jeopardizing a modest tax benefit 
currently enjoyed by writers of standardized non-FLEX equity call 
options. Under the straddle rules of Section 1092, a loss on one 
position in a straddle is taken into account for tax purposes only to 
the extent that the amount of the loss exceeds unrecognized gain on the 
other position(s) in the straddle. In addition, if a taxpayer has held 
stock for less than the long-term holding period at the time the 
taxpayer acquires an offsetting position with respect to the stock, the 
taxpayer's holding period in the stock will be forfeited until 
disposing of the position offsetting the stock.
    Although stock and an offsetting option (e.g., a short call) 
constitute a straddle for purposes of Section 1092, a straddle 
consisting solely of stock and a qualified covered call (``QCC'') has 
been exempted from these rules provided, among other things, that the 
call option is not ``deep-in-the-money.'' Under certain conditions a 
``deep-in-the-money'' call option is defined to mean an option having 
an exercise price lower than the highest available exercise price which 
is less than the previous day's closing price of the stock. For 
example, using standardized options, if stock XYZ closed yesterday at 
$54 and opened at that price today, the standardized exercise price of 
$50 for a call option would not be ``deep-in-the-money'' since $50 
would be the highest available exercise price that is less than the 
applicable stock price. A standardized exercise price of $45, however, 
would be ``deep-in-the-money'' and would not be a QCC. Thus, if a FLEX 
equity call option were written with an exercise price of $53, the 
standardized exercise price of $50 might be considered ``deep-in-the-
money'' since the FLEX equity call option with an exercise price of $53 
could be considered the highest available exercise price and the only 
qualified covered call for that option. Another interpretation might 
consider any call option struck at or below $53\3/4\ ``deep-in-the-
money'' since FLEX Equity Call Option strikes of $53\7/8\ and $53\3/4\ 
could be created.
    While the Exchange hopes to petition the Treasury Department for 
relief from these latter interpretations of the straddle rules, in the 
interim, the Exchange proposes to go forward with the FLEX equity 
option program by prohibiting the writing of FLEX equity call options 
with exercise prices other than those exercise prices currently 
available for standardized or non-FLEX equity options.
    Although this proposal will place limitations on a product designed 
to be flexible and free of such standardized terms, the Exchange 
believes that the proposed limitations appropriately balance the needs 
of investors with concerns that flexible exercise prices for FLEX 
equity call options could disrupt the existing framework for 
determining whether a standardized option is a qualified covered call. 
FLEX equity put options would have no restrictions placed on exercise 
prices since the exemption from the straddle rules is available only 
for call options. In addition, the Exchange anticipates that it will 
seek to eliminate the proposed restriction on the exercise prices of 
FLEX equity call options when it receives guidance and relief from the 
Treasury Department.

Rule 904 G

    The Exchange proposes to eliminate the requirement that acceptance 
of the best bid or offer will take place only when each party to the 
FLEX transaction signs a trade sheet, thus creating a binding contract. 
Since the Exchange began trading Flex index options in 1993, the fully 
manual process for executing transactions has been automated. 
Currently, trade information is input into the Exchange's Intra-Day 
Comparison (IDC) System for FLEX index options after completion of a 
trade in a manner similar to that for non-FLEX options. IDC input 
results in the immediate comparison of FLEX option trades; thus, the 
requirement that trade sheets be signed is unnecessary and time 
consuming.
(2) Statutory Basis
    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, and is not designed to permit unfair 
discrimination between customers, issuers, brokers or dealers.

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

    The proposed rule change will impose no 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

[[Page 41671]]

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-96-29 and should 
be submitted by August 30, 1996.

    For the Commission by the Division of Market Regulation, 
pursuant to delegated authority.\2\
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    \2\ 17 CFR 200.30-3(a)(12).
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Jonathan G. Katz,
Secretary.
[FR Doc. 96-20311 Filed 8-8-96; 8:45 am]
BILLING CODE 8010-01-M