[Federal Register Volume 65, Number 138 (Tuesday, July 18, 2000)]
[Notices]
[Pages 44553-44555]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 00-18090]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-43028; File No. SR-Amex-00-34]


Self-Regulatory Organizations; Notice of Filing and Immediate 
Effectiveness of Proposed Rule Change by the American Stock Exchange 
LLC Relating to Amendments to the Listing Agreement Form

July 12, 2000.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that 
on June 16, 2000, the American Stock Exchange LLC (``Amex'' or 
``Exchange'') filed with the Securities and Exchange Commission 
(``SEC'' or ``Commission'') the proposed rule change as described in 
Items I, II, and III below, which Items have been prepared by the 
Exchange. The Commission is publishing this notice to solicit comments 
on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of 
Substance of the Proposed Rule Change

    The Exchange proposes to amend its Listing Agreement Form, which is 
submitted to the Exchange in connection with an issuer's listing 
application. The text of the proposed rule change follows. Additions 
are in italics; deletions are [bracketed].

The American Stock Exchange--Listing Form

Listing Agreement
________ (the ``Company''), in consideration of the listing of its 
securities, hereby agrees, with The American Stock Exchange LLC (the 
``Exchange'') that [it will]:
    (1) The Company certifies that it will [C]comply with all Exchange 
rules, policies and procedures that apply to listed companies as they 
are now in effect and as they may be amended from time to time, 
regardless of whether the Company's organization documents would allow 
for a different result.
    (2) The Company shall [N]notify the Exchange at least 20 days in 
advance of any change in the form or nature of any listed security or 
in the rights, benefits, and privileges of the holders of such 
security.
    (3) The Company understands that the Exchange may remove its 
securities from listing on the Exchange, pursuant to applicable 
procedures, if it fails to meet one or more requirements of Paragraphs 
1-2 of this agreement.
    (4) In order to publicize the Company's listing of the Exchange, 
the Company authorizes the Exchange to use the Company's corporate 
logos, Web site address (URL):         , trade names, and trade/service 
marks in order to convey quotation information, transactional reporting 
information, and other information regarding the Company in connection 
with the Exchange. In order to ensure the accuracy of the information, 
the Company agrees to provide the Exchange with the Company's current 
corporate logos, Web site address, trade names, and trade/service marks 
and with any subsequent changes. Questions regarding logo usage should 
be directed to:          at (    )   -      .
    The Company indemnifies the Exchange and holds it harmless from any 
third party rights and/or claims arising out of use by the Exchange or 
any affiliate (``Corporations'') of the Company's corporate logos, Web 
site address, trade names, trade/service marks, and/or the trading 
symbol used by the Company.
    (5) The Company warrants and represents that the trading symbol to 
be used by the Company does not violate any trade/service mark, trade 
name, or other intellectual property right of any third party. The 
Company's trading symbol is controlled by the Exchange and is provided 
to the Company for the limited purpose of identifying the Company's 
security in authorized quotation and trading systems. The Exchange 
reserves the right to change the Company's trading symbol at the 
Exchange's discretion at any time.
    Exchange Warranties: Disclaimers of Warranties. For any goods or 
services provided to Company, the Exchange shall endeavor to provide 
them in a good and workmanlike manner. Beyond the warranties stated in 
this section, there are no other warranties of any kind, express, 
implied or statutory (including the implied warranties of

[[Page 44554]]

merchantability or fitness for a particular use or purpose).
    Limitation of Corporations' Liability:
    (1) In no event will the Corporations be liable for trading losses, 
losses of profits, indirect, special, punitive, consequential, or 
incidental loss or damage, even if the Corporations have been advised 
of the possibility of such damages.
    (2) If the Corporations are held liable, the liability of the 
Corporations is lilmited:
    (a) for goods and services for which the Company is specifically 
charged, to the amount paid by Company for those goods or services 
during the twelve months preceding the accrual of the claim; and
    (b) in all other instances, to the amount of the annual listing fee 
paid by the Company during the twelve months preceding the accrual of 
the claim.
    (3) For goods and services provided under a separate written 
agreement, the limitation of liability provisions in that agreement 
shall govern any claims relating to or arising from the provision of 
those goods and services.
    (4) This subsection shall not relieve the Corporations from 
liability for damages that result from their own gross negligence or 
willful tortuous misconduct, or from personal injury or wrongful death 
claims.
    (5) The Corporations shall not be liable for any third parties' 
goods or services.
    (6) The Company agrees that these terms reflect a reasonable 
allocation of risk and limitation of liability.

Dated:-----------------------------------------------------------------

By:--------------------------------------------------------------------
Name:------------------------------------------------------------------
Title:-----------------------------------------------------------------

    Accepted at New York, New York, the American Stock Exchange LLC

SIGNATURE:-------------------------------------------------------------

NAME:------------------------------------------------------------------

TITLE:-----------------------------------------------------------------

DATE:------------------------------------------------------------------

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.

Self-Regulatory Organization's Statement of the Purpose of, and the 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    Each listed company is required to file a Listing Agreement with 
the Exchange in connection with its listing application. The Listing 
Agreement currently requires that the company agree that it will comply 
with all Exchange rules, policies and procedures and that the company 
will notify the Exchange at least 20 days in advance of any changes in 
the form or nature of a listed security or in the rights, benefits and 
privileges of shareholders. The Commission recently approved amendments 
to the Exchange's Listing Agreement on March 17, 2000.\3\
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    \3\ Securities Exchange Act Release No. 42539 (March 17, 2000), 
65 FR 15672 (March 23, 2000) (SR-Amex-99-39). The Commission notes 
that this filing eliminated the requirement that issuers file 
certain documents with its Listing Agreement.
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    The Exchange proposes to add several provisions to the Listing 
Agreement Form comparable to those included in the Nasdaq National 
Market Listing Agreement. These provisions include the following:
     A representation that the company understands that its 
securities can be delisted pursuant to applicable procedures, if the 
company does not comply with paragraphs 1 and 2 of the Listing 
Agreement (i.e., certification that the company will comply with all 
Exchange rules, policies and procedures applicable to listed companies, 
and the requirement that the company notify the Exchange at least 20 
days in advance of any change in the form or nature of the security or 
the rights, benefits and privileges of holders of the security).
     In connection with publicizing the company's listing, the 
company's authorization of the Exchange to use the company's corporate 
logos, website address, trade names, and trade/service marks in order 
to convey quotation information, transactional reporting information 
and other information in connection with Exchange listing and trading. 
The company would also indemnify the Exchange and its affiliates and 
hold them harmless from any third party rights and/or claims arising in 
the use of the above-referenced corporate information.
     The company's warranty and representation that the trading 
symbol used by the company does not violate any trade/service mark, 
trade name or other intellectual property right of any third party. 
This provision would specify that the Exchange reserves the right to 
change the company's trading symbol at the Exchange's discretion.
     The Exchange's disclaimer of warranties to the company.
     The Exchange's and Exchange affiliates' limitation of 
liability, which provides, among other things, that the Exchange and 
affiliates will not be liable to the company for trading loss, loss of 
profits and damages.
    The Exchange believes that these amendments to the Listing 
Agreement improve the Exchange's listing process and regulatory 
function by clarifying the responsibilities and obligations of listed 
companies and the Exchange in connection with the listing process. In 
addition, the proposed amendments are similar to provisions in the 
Nasdaq National Market Listing Agreement.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with section 6(b) \4\ of the Act, in general, and furthers the 
objectives of Section 6(b)(5),\5\ in particular, because it is designed 
to prevent fraudulent and manipulative acts and practices, to promote 
just and equitable principles of trade, to remove impediments to and 
perfect the mechanism of a free and open market and a national market 
system, and, in general, to protect investors and the public interest; 
and are not designed to permit unfair discrimination between customers, 
issuers, brokers and dealers.
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    \4\ 14 U.S.C. 78f(b).
    \5\ 15 U.S.C. 78f(b)(5).
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B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange believes that the proposed rule change will not impose 
any burden on competition.

C. Self-Regulatory Organization's Statement on Burden 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

    Because the proposed rule change: (1) Does not significantly affect 
the protection of investors or the public interest; (2) does not impose 
any significant burden on competition; and (3) does not become 
operative for 30 days from June 16, 2000, the date on which it was 
filed, and the Exchange provided the Commission with written notice of 
its intent to file the proposed

[[Page 44555]]

rule change at least five business days prior to the filing date, it 
has become effective upon filing pursuant to Section 19(b)(3)(A) \6\ of 
the Act and Rule 19b-4(f)(6) \7\ thereunder.\8\ At any time within 60 
days of the filing of such rule change, the Commission may summarily 
abrogate such rule change if it appears to the Commission that such 
action is necessary or appropriate in the public interest, for the 
protection of investors, or otherwise in furtherance of the purposes of 
the Act.
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    \6\ 15 U.S.C. 78s(b)(3)(A).
    \7\ 15 CFR 240.19b-4(f)(6).
    \8\ In reviewing this proposal, the Commission has considered 
its impact on efficiency, competition, and capital formation. 15 
U.S.C. 78c(f).
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IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Persons making written submissions 
should file six copies thereof with the Secretary, Securities and 
Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549-0609. 
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 Room. 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-00-34 and should 
be submitted by August 8, 2000.

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\9\
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    \9\ 17 CFR 200.30-3(a)(12).
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Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 00-18090 Filed 7-17-00; 8:45 am]
BILLING CODE 8010-01-M