[Federal Register Volume 62, Number 102 (Wednesday, May 28, 1997)]
[Notices]
[Pages 28910-28911]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 97-13876]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-38664; International Series Release No. 1082; File No.
SR-Amex-19]
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
May 21, 1997.
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 April
30, 1997, 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 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 Amex proposes to approve for listing and trading under Section
107A of the Amex Company Guide indexed term notes based in whole or in
part on changes in the value of the Major 8 European Index (``the
Index'').
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 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
Under Section 107A of the Amex Company 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.\1\ The Amex now proposes to list for
trading under Section 107A of the Company Guide indexed term notes
whose value in whole or in part will be based upon an index consisting
of the major market indices of eight European countries.
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\1\ See Securities Exchange Act Release No. 27753 (March 1,
1990), 55 FR 8626 (March 8, 1990).
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The indexed term notes will be non-convertible debt securities and
will conform to the listing guidelines under Section 107A of the
Company Guide. Although a specific maturity date will not be
established until the time of the offering, the indexed term notes will
provide for maturity within a period of not less than one nor more than
ten years from the date of issue. Indexed term notes may provide for
periodic payments and/or payments at maturity based in whole or in part
on changes in the value of the Index. At maturity, holders of the
indexed term notes will receive not less than 90% of the initial issue
price. The notes will not be callable or redeemable prior to maturity
and will be cash settled in U.S. currency. Consistent with other
structured products, the Exchange will distribute a circular to its
membership, prior to the commencement of trading, providing guidance
with regard to member firm compliance responsibilities, including
appropriate suitability criteria and/or guidelines.
The Index: The sub-indices that form the Major 8 European Index
represent 341 of the largest and most liquid securities from each of
the eight European markets. Initial weighings will be assigned to each
sub-index at the closing of trading on the day immediately prior to the
listing of the indexed term notes and based upon the index's market
capitalization. Based on market data as of April 3, 1997, the UK's
Financial Times SE 100 Index (``FT-SE 100'') would have an assigned
weight of approximately 38.36%; the Deutscher Aktienindex (``DAX'')
would have an assigned weight of approximately 14.50%; the Compagnie
des Agents de Change 40 Index (``CAC 40'') would have an assigned
weight of approximately 11.82%; the Swiss Market Index (``SMI'') would
have an assigned weight of approximately 10.28%; the Amsterdam European
Options Exchange Index (``AEX'') would have an assigned weight of
approximately 5.94%; the Milano Italia Borsa 30 Index (``MIB 30'')
would have an assigned weight of approximately 9.42%; the Stockholm
Options Market Index (``OMX'') would have an assigned weight of
approximately 4.60%; and the IBEX 35 would have an assigned weight of
approximately 5.08%. three of the eight subindices, FT-SE 100, DAX, and
CAC 40 (combined weight of approximately 64.68%) have been approved by
the Commission for warrant trading within the last few years.\2\ A
description of each of the sub-indices is set forth below:
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\2\ The FT-SE 100 was approved for warrant trading in 1990
(Securities Exchange Act Release No. 27769 (March 6, 1990), 55 FT
9380 (March 13, 1990)). the FT-SE 100 was also approved for options
trading on the CBOE (Securities Exchange Act Release No. 32679 (July
27, 1993), 58 FR 41300 (August 3 1993)); the DAX was approved for
warrant trading in 1995 (Securities Exchange Act Release No. 36070
(August 9, 1995), 60 FR 42205 (August 15, 1995)); and the CAC 40 was
approved for warrant trading in 1990 (Securities Exchange Act
Release No. 28544 (October 17, 1990), 55 FR 42792 (October 23,
1990)).
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FT-SE 100: The FT-SE is a capitalization-weighted index of 102 of
the most highly capitalized companies traded on the London Stock
Exchange. The total market capitalization of the index was $1,201
billion on April 3, 1997.
DAX: The DAX is a total rate of return index of 30 selected German
blue chip stocks traded on the Frankfurt Stock Exchange. The total
market capitalization of the index was $454 billion on April 3, 1997.
CAC 40: The CAC 40 is a capitalization-weighted index of the most
liquid and most highly capitalized stocks traded on the Paris Bourse.
The total market capitalization of the index was $370 billion on April
3, 1997.
SMI: The SMI is a capitalization-weighted index of the largest and
most liquid stocks traded on the Geneva, Zurich, and Basle Stock
Exchanges. The total market capitalization of the index was $322
billion on April 3, 1997.
AEX: The AEX is a capitalization-weighted index of the 25 leading
Dutch stocks traded on the Amsterdam Stock Exchange. The total market
capitalization of the index was $295 billion on April 3, 1997.
MIB 30: The MIB 30 is a capitalization-weighted index of 30 of the
most liquid and most highly capitalization stocks traded on the Milan
Stock Exchange. The total market
[[Page 28911]]
capitalization of the index was $186 billion on April 3, 1997.
OMX: The OMX is a capitalization-weighted index of the 30 stocks
that have the largest volume of trading on the Stockholm Stock
Exchange. The total market capitalization of the index was $159 billion
on April 3, 1997.
IBEX 35: The IBEX 35 is a capitalization-weighted index of the 35
most liquid Spanish stocks continuously traded and quoted on the Joint
Stock Exchange System made up of four Spanish stock exchanges
(Barcelona, Bilbao, Madrid, and Valencia). The total market
capitalization of the index was $144 billion on April 3, 1997.
The Exchange has in place surveillance sharing agreements with the
appropriate regulatory organizations in each country represented in the
European Eight Index except Sweden and Switzerland, which together
currently represent 14.88% of the Index value.
Index Calculation: The Index will be calculated using a
``capitalization-weighted'' methodology. As noted above, each sub-index
will be given its assigned weighting at the close of trading on the day
immediately prior to the listing of the indexed term note. The number
of shares in each sub-index will be fixed on that day and will equal
its weighting in the Index times 100 divided by the sub-index level.
There will be no periodic rebalancing of the index to reflect changes
in relative market capitalization among the sub-indices. The initial
sub-index value used in the Index calculation will equal the product of
the number of shares in the sub-index times its representatives sub-
index level. The Index will initially be set to provide a benchmark
value of 100.00 at the close of trading on the day preceding the
listing of the indexed term note. The Exchange will calculate the Index
and, similar to other stock index values published by the Exchange, the
value of the Index will be calculated continuously and disseminated
every 15 seconds over the Consolidated Tape Association's Network B
each trading day until the last individual sub-indexes ceases updating
in its home market. The Exchange will then disseminate the Index based
on the closing values for each sub-index.
The shares for each sub-index will remain fixed during the life of
the note, except in the event of a significant action taken by the
publisher of the sub-index such as a split of the value of the sub-
index or a change in the method of calculation. If a sub-index ceases
to be published, it may be replaced with a substitute or successor
index, or the calculation agent may undertake to publish the sub-index
using the same procedures last used to calculate the sub-index prior to
its discontinuance.
2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with Section 6(b) of the Act \3\ in general and furthers the objectives
of Section 6(b)(5) \4\ 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.
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\3\ 15 U.S.C. 78f(b).
\4\ 15 U.S.C. 78f(b)(5).
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B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange 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 either solicited or received.
III. Date of Effectiveness of the Proposed and Rule Change and Timing
for Commission Action
Within 35 days of the 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 the 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 at the
Commission's Public Reference Room. Copies of such filing will also be
available for inspection and copying at the principal office of the
Exchange. All submissions should refer to File No. SR-Amex-97-19 and
should be submitted by June 18, 1997.
For the Commission, by the Division of Market Regulation,
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 97-13876 Filed 5-27-97; 8:45 am]
BILLING CODE 8010-01-M