[Federal Register Volume 67, Number 36 (Friday, February 22, 2002)]
[Notices]
[Pages 8326-8330]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 02-4231]


=======================================================================
-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-45451 File No. SR-AMEX-2001-47]


Self-Regulatory Organizations; Notice of Filing of Proposed Rule 
Change and Amendment Nos. 1 and 2 Thereto by the American Stock 
Exchange LLC Relating to Issuer Listing Standards and Procedures

February 14, 2002.
    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 July 16, 2001, 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 Exchange filed Amendment No. 1 to its proposal on January 
10, 2002 \3\ and filed Amendment No. 2 to its proposal on February 13, 
2002.\4\ The Commission is publishing this notice to solicit comments 
on the proposed rule change from interested persons.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See letter from Claudia Crowley, Assistant General Counsel-
Listing Qualifications, Amex, to Nancy J. Sanow, Assistant Director, 
Division of Market Regulation (``Division''), Commission (January 9, 
2002) (``Amendment No. 1''). Amendment No. 1 supercedes and replaces 
the original 19b-4 filing in its entirety.
    \4\ See letter from Claudia Crowley, Assistant General Counsel-
Listing Qualifications, Amex, to Florence Harmon, Senior Special 
Counsel, Division, Commission (February 13, 2002) (``Amendment No. 
2''). In Amendment No. 2, the Exchange corrected various 
typographical errors, elaborated on the augmentation of its 
management reporting system, clarified the procedures by which an 
issuer would be considered under the Alternative Listing Standards, 
and added inadvertently omitted rule language.
---------------------------------------------------------------------------

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

    The Amex proposes to amend the Amex Company Guide to adopt (i) new 
listing standards relating to the authority of the Amex Committee on 
Securities in respect of its review of initial listings; (ii) new 
procedures that would impose definitive time limits with respect to how 
long a non-compliant company can retain its listing; (iii) substantive 
revisions to the initial and continued listing standards; and (iv) 
changes to the appeal procedures applicable to staff denials of initial 
listing applications and staff delisting determinations. The text of 
the proposed rule change is available at the principal offices of 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 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 Exchange 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
    The Exchange is proposing certain enhancements to its initial and 
continued listing program. The Amex represents that the proposed 
changes, which are described below, are designed to provide issuers and 
investors greater clarity with respect to its listing qualification 
process, while preserving a degree of measured flexibility in the 
application of the listing standards and procedures.
    The Exchange has also augmented its management reporting system to 
ensure that senior Exchange management is regularly alerted to any 
developing trends emerging from the listing qualifications process, 
with respect to outstanding listing applications, recently approved 
companies, and companies failing to meet or in jeopardy of failing to 
meet the continued listing standards. The management review will also 
encompass the continued status of companies approved pursuant to the 
proposed alternative standards as compared to those approved pursuant 
to the regular standards, which will also enable the staff to provide 
feedback to the Committee on Securities and the Board of Governors as 
to the effectiveness of these standards and the proposals contained 
herein.

Initial Listing Approval Process

    Currently, the Exchange evaluates applicants for initial listing 
based on quantitative and qualitative guidelines, and the Exchange may 
exercise discretion by approving a listing applicant that does not 
fully satisfy each of the stated numerical guidelines.\5\ This 
discretion may be exercised in two ways. First, the Listing 
Qualifications management has the authority to approve a company for 
initial listing on the basis of its ``substantial compliance'' with the 
applicable guidelines. Second, the Amex Committee on Securities (the 
``Committee''), which the Exchange represents to be comprised of 
seasoned financial professionals, is authorized by the Amex Board of 
Governors to use its professional judgment in evaluating whether a 
particular issuer is appropriate for listing even though it does not 
fully comply with the numerical guidelines.
---------------------------------------------------------------------------

    \5\ Section 101 of the Amex Company Guide provides that factors 
other than the specified guidelines will be considered in evaluating 
listing eligibility, and an application may be approved even if the 
company does not meet all of the numerical guidelines.
---------------------------------------------------------------------------

    To provide issuers and investors with increased transparency and 
information regarding the manner in which securities are listed on the 
Amex, the Exchange is proposing the following:
    1. Replace all references to listing ``guidelines'' with references 
to listing ``standards.'' \6\
---------------------------------------------------------------------------

    \6\ This change would also apply to references to continued 
listing guidelines.
---------------------------------------------------------------------------

    2. Revise and clarify the authority of the Listing Qualifications 
Department management to approve a company for initial listing, to 
provide that it may approve a company under the following 
circumstances:
     The company satisfies new ``Initial Listing Standard 1'' 
(existing ``Regular Listing Guidelines'').
     The company satisfies new ``Initial Listing Standard 2'' 
(existing ``Alternate Listing Guidelines'').
     The company satisfies new ``Initial Listing Standard 3'' 
(new ``Market Capitalization'' standard discussed below).
     The company satisfies new ``Initial Listing Standard 4'' 
(new ``Currently Listed Securities'' standard discussed below).
    3. Adopt new quantitative alternative minimum listing standards 
limiting the authority of Committee panels with respect to the review 
of initial listings determinations, such that a Committee panel would 
be able to approve a company that did not satisfy one of the regular 
initial listing standards only if (a) the company satisfies new

[[Page 8327]]

alternative quantitative listing standards; (b) a Committee panel makes 
an affirmative finding that there are mitigating factors that warrant 
listing pursuant to the alternative standards; and (c) the company 
issues a press release disclosing the fact that it had been approved 
pursuant to the alternative listing standards. Committee panels would 
not have authority to approve companies below the ``floor'' established 
by the new alternative quantitative listing standards specified below: 
\7\
---------------------------------------------------------------------------

    \7\ See proposed section 1203(c) of the Amex Company Guide.
---------------------------------------------------------------------------

Alternative A
    Stockholders' equity of at least $3,000,000
    Pre-tax income of at least $500,000 in its last fiscal year, or in 
two of its last three fiscal years
    Aggregate Market Value of Publicly Held Shares--$2,000,000
    Distribution--400,000 shares publicly held and 600 public 
shareholders, or
    800,000 shares publicly held and 300 public shareholders
    Price--Minimum market price of $2 per share
Alternative B
    Stockholders' equity of at least $3,000,000.
    Aggregate Market Value of Publicly Held Shares--$10,000,000
    Distribution--400,000 shares publicly held and 600 public 
shareholders, or
    800,000 shares publicly held and 300 public shareholders
    History of Operations--Two years
    Price--Minimum market price of $2 per share

Continued Listing Process

    To strengthen the Exchange's continued listing program, the 
Exchange is proposing to adopt revised procedures that would impose 
definitive time limits with respect to how long a company that has 
fallen below the continued listing standards can remain listed pending 
corrective action.\8\ The new procedures would provide as follows:
---------------------------------------------------------------------------

    \8\ The Exchange's internal procedures now require analysts to 
review all company filings within 30 days of issuance to evaluate 
the issuer's compliance with the Exchange's continued listing 
standards. Telephone discussion between Claudia Crowley, Assistant 
General Counsel-Listing Qualifications, Amex, and Florence E. 
Harmon, Senior Special Counsel, Division, Commission (February 12, 
2002).
---------------------------------------------------------------------------

     A company that falls out of compliance with the continued 
listing standards will be given an opportunity to submit a business 
plan to the Listing Qualifications Department detailing the action it 
proposes to take to bring it into compliance with continued listing 
standards within 18 months.
     If the Listing Qualifications Department management 
determines that the company has made a reasonable demonstration of an 
ability to regain compliance within 18 months, the plan will be 
accepted. The company would be able to continue its listing for up to 
18 months if it issues a press release indicating that it is not in 
compliance with the continued listing standard and that it has been 
granted an 18 month extension.\9\
---------------------------------------------------------------------------

    \9\ If a company submits a plan that is not accepted, the staff 
would initiate delisting proceedings, which the company could appeal 
to the Committee panel. The Committee panel would have the authority 
to direct the Listing Qualifications Department management to accept 
the plan only if it finds that the plan does make a reasonable 
demonstration of an ability to regain compliance with the continued 
listing standards within 18 months.
---------------------------------------------------------------------------

     The Listing Qualifications Department will closely monitor 
the company's compliance with the plan during the 18-month extension 
period, and the company will be subject to delisting if it does not 
show progress consistent with its business plan, if further 
deterioration occurs or based on public interest concerns.
     At the conclusion of the 18-month extension period, the 
staff will initiate delisting proceedings if the company has not 
regained compliance with the continued listing standards.\10\
---------------------------------------------------------------------------

    \10\ The Exchange does not view the one-year probation period as 
an extension of the 18-month plan period. Telephone discussion 
between Claudia Crowley, Assistant General Counsel-Listing 
Qualifications, Amex, and Florence E. Harmon, Senior Special 
Counsel, Division, Commission (February 14, 2002).
---------------------------------------------------------------------------

     All staff delisting proceedings can be appealed to a 
Committee panel; however, the Committee panel will not have the 
authority to continue the company's listing unless it determines that 
the company has regained compliance with the continued listing 
standards.\11\
---------------------------------------------------------------------------

    \11\ Adverse Committee panel decisions could be appealed by the 
company to the full Committee whose decisions are subject to a call 
for review by the Amex Board of Governors.
---------------------------------------------------------------------------

Other Changes

    The Amex is also proposing to adopt certain new initial and 
continued listing standards that are necessary and appropriate for the 
Exchange to administer its listing qualifications function in a more 
fair, efficient and transparent manner.
    With respect to initial listing, the Amex is proposing to adopt two 
new sets of standards--a ``market capitalization'' standard and a 
``currently listed securities'' standard--in addition to the two 
currently existing standards. Under the ``market capitalization'' 
standard, a company would be eligible for initial listing if it meets 
the following standards:

    Shareholders' Equity--$4 million
    Total Value of Market Capitalization--$50 million
    Market Value of Public Float--$15 million
    Public Float/Public Stockholders--$500,000/800 or
    $1 million/400 or
    $500,000/400 (plus average daily volume of 2,000 shares).

    The ``currently listed securities'' standard would provide that a 
company which is currently listed on the New York Stock Exchange or 
Nasdaq National Market and fully satisfies the Amex continued listing 
standards will qualify for initial listing.
    With respect to continued listing, the Amex is proposing to revise 
Section 1003(a)(iii) of the Company Guide to provide that a company 
will continue to qualify for listing, even if it has sustained losses 
from continuing operations and/or net losses in its five most recent 
fiscal years, if it has stockholders' equity of at least $6 million. 
Currently, a company that has sustained such losses is subject to 
delisting regardless of its stockholders' equity. The Amex believes 
that this change is appropriate, in that a company which is able to 
maintain significant shareholders' equity should be able to continue 
its listing notwithstanding five or more years of losses. The Amex 
notes that many development stage and research oriented companies often 
take a number of years to reach profitability. Although not all these 
companies become profitable, the ability to raise capital, as evidenced 
by significant shareholders' equity, is often an indication of a 
company's strength.
    In addition, the Amex is proposing to modify the market value of 
public float continued listing standard contained in Section 
1003(b)(i)(C) of the Company Guide, to provide that a company will not 
be considered below continued listing standards unless the aggregate 
market value of its shares publicly held is less than $1,000,000 for 
more than ninety consecutive days. Currently, a literal reading of the 
provision would result in a listed company technically falling below 
the requirement if the market value of its public float fell below 
$1,000,000 for even one day. In view of the volatility of the markets, 
the Amex believes it is appropriate to evaluate this listing standard 
over a period of time.

[[Page 8328]]

Appeal Procedures Background

    In late 2000, in connection with the Nasdaq demutualization, the 
Amex reintegrated the Listing Qualifications function. Prior to the 
reintegration, the Amex adopted new procedures applicable to the review 
of initial listing determinations, modeled on existing Nasdaq listing 
and delisting procedures.\12\ These procedures have been in effect 
since November 2000. The Amex believes that they have provided 
increased transparency and clarity to listing applicants with respect 
to the Amex decision-making process. For example, in the case of 
initial listings, the staff no longer determines which applications the 
Committee reviews. Instead, an issuer whose application is denied by 
the staff has the right to appeal the denial to a subcommittee of the 
Committee.
---------------------------------------------------------------------------

    \12\ See Securities Exchange Act Release No. 43308 (September 
20, 2000), 65 FR 58136 (September 27, 2000) (SR-Amex-00-12).
---------------------------------------------------------------------------

    According to the Amex, experience with the procedures indicates, 
however, that changes to certain elements of the procedures might 
enhance the process in light of the Amex's business objectives and 
regulatory responsibilities. The Amex is proposing revisions to the 
delisting hearing procedures to bring them more in line with the 
listing hearing procedures.\13\
---------------------------------------------------------------------------

    \13\ In this regard, in February 2001 Amex Chairman Salvatore F. 
Sodano established the Chairman's Advisory Council on Listing 
Qualifications (``Advisory Council''). The Advisory Council, which 
was composed of prominent securities industry professionals, was 
charged with conducting a review of the Amex procedures and policies 
relating to the equity listing functions. The Advisory Council's 
primary goal was to conduct a review of and make recommendations 
with respect to the process for appealing initial listing and 
delisting decisions. In this regard, the Advisory Council, in 
consultation with Amex senior management, developed the proposal 
described herein.
---------------------------------------------------------------------------

    As noted above, in late 2000, the Amex adopted new procedures with 
respect to the review of staff denials of initial listing applications. 
These procedures, which are contained in Part 12 of the Company Guide, 
provide an issuer whose listing application has been denied by the 
staff the right to appeal the staff decision to a subcommittee of the 
Committee composed of at least two Committee members. A subcommittee's 
decision to approve an applicant is dispositive, and the issuer will be 
listed upon such approval by the subcommittee (unless the decision 
specifies otherwise). An issuer can appeal an adverse subcommittee 
decision to the Amex Adjudicatory Council (``Adjudicatory Council'') 
within 15 days of the decision. The Adjudicatory Council also has the 
right to call any subcommittee decision for review within 45 days of 
the decision.
    The new process has operated relatively smoothly, and has, as noted 
above, provided increased transparency to listing applicants. The 
experience of the Committee and Amex staff with the new procedures has, 
however, revealed certain inconsistencies. For example, the 
Adjudicatory Council's right to call for review listing decisions by a 
subcommittee of the Committee could be awkward in the case of an issuer 
whose securities have already been listed and begun trading. In theory, 
because the Adjudicatory Council has up to 45 days to call a decision 
for review, it would be possible for the Adjudicatory Council to 
reverse a subcommittee decision and deny a listing application in the 
case of a company whose securities had already been trading for some 
time. In addition, the Adjudicatory Council's responsibility to review 
appeals and exercise its call for review authority is burdensome in 
combination with its other responsibilities to the Board.
    The procedures now applicable to the review of staff delisting 
determinations, which are contained in Section 1010 of the Amex Company 
Guide, are different and do not parallel the initial listing appeal 
procedures. The Committee hears appeals of staff delisting 
determinations, but the Committee does not have dispositive authority 
and acts solely as a fact-finding body for the Board. The Committee's 
recommendations and findings are forwarded to the Adjudicatory Council, 
to which the Board has delegated its authority to make delisting 
determinations. Because the Committee lacks dispositive authority, and 
transcripts and other relevant information must be forwarded to the 
Adjudicatory Council for review and decision-making, the delisting 
decision process can take a significant amount of time to complete. 
Throughout the process--until the final decision by the Adjudicatory 
Council--the securities in question will generally continue trading on 
the Exchange unless a disclosure issue or public interest concern 
warrants a trading halt.\14\
---------------------------------------------------------------------------

    \14\ The company will typically not be delisted until ten days 
after the Adjudicatory Council's decision, because Exchange Act Rule 
12d2-2 requires the Exchange to file an application with the SEC to 
delist a security, which application becomes effective ten days 
after filing with the SEC. 17 CFR 240.12d2-2.
---------------------------------------------------------------------------

Proposed Changes

    The proposed changes make adjustments to the procedures applicable 
to the review of initial listing determinations and revise the 
procedures applicable to the review of delisting determinations to 
conform to them to initial listing procedures.
    The proposal provides issuers with the right to appeal a staff 
determination to deny initial or continued listing to a panel of at 
least three members of the Committee. The issuer has the right to 
appeal an adverse panel's decision to the full Committee.
    A panel decision will be dispositive with respect to both listing 
and delisting decisions. In the case of an appeal of an initial listing 
denial, this means that if the panel determines to ``reverse'' the 
staff determination, the issuer's securities will be approved for 
listing and listed at the convenience of the issuer. In the case of an 
appeal of a delisting determination, the delisting action will be 
stayed pending the outcome of the panel's review. Following a panel 
determination to delist, trading in the company's securities will be 
suspended. If the company does not appeal the panel's decision to the 
full committee, its securities will be delisted following the 
expiration of the appeal period, in accordance with Section 12 of the 
Act \15\ and the rules promulgated thereunder. If the company does 
appeal to the full Committee, the suspension will continue until there 
is a final decision (either by the full Committee or the Board based on 
its ``call for review''), in which case the securities will be either 
delisted or the suspension will be lifted, depending on the outcome.
    With respect to an initial listing application in which the company 
appeals an adverse panel decision to the full Committee, if the 
Committee ``reverses'' the panel decision and approves the listing, in 
order to avoid potential market disruptions and investor confusion, the 
securities will not begin trading unless and until the Board has 
declined to call such decision for review.\16\
---------------------------------------------------------------------------

    \15\ 15 U.S.C. 78l.
    \16\ If the Board were to call such a Committee decision for 
review, the securities would be listed only if the Board affirmed 
the Committee decision.
---------------------------------------------------------------------------

    While issuers will be able to request either an oral or written 
hearing at the panel level, appeals to the full Committee will be based 
on the written record only unless the Committee determines, in its sole 
discretion, to hold a hearing. All decisions of the full Committee will 
also be subject to a discretionary ``call for review'' by the Amex 
Board of Governors.\17\ If the Board

[[Page 8329]]

decision provides that the issuer's security or securities should be 
delisted, the Exchange will suspend trading in such security or 
securities as soon as practicable, if it has not already done so 
pursuant to Section 1204(d), and an application will be submitted by 
the Exchange staff to the Commission to strike the security or 
securities from listing and registration in accordance with Section 12 
of the Act \18\ and the rules promulgated thereunder. In the event that 
the Board was to ``reverse'' a full Committee decision, the issuer's 
listing status would be adjusted accordingly. Because panel decisions 
will be dispositive, as noted above, if trading in an issuer's 
securities were suspended pursuant to an adverse panel decision, the 
suspension would be lifted, as noted above, if the final decision 
(either by the Amex Board or the full Committee if the Board does not 
exercise its ``call for review'') reverses the panel's decision. 
Similarly, in the case of an initial listing application, the issuer's 
securities will be listed if the final decision reverses an adverse 
panel decision.
---------------------------------------------------------------------------

    \17\ The Amex notes that an issuer may appeal to the SEC in 
accordance with Section 19 of the Exchange Act following final 
action by the Exchange, which would be either (a) the expiration of 
the Board of Governors' ``call for review'' period following an 
adverse decision by the full committee, or (b) an adverse decision 
by the Board of Governors. 15 U.S.C. 78s.
    \18\ 15 U.S.C. 78l.
---------------------------------------------------------------------------

    The proposal does not contemplate changes to the administration of 
the hearing process, and the Hearings staff of the Listing 
Qualifications Department will continue to administer the process. Amex 
staff attorneys will, as they do now, provide independent counsel to 
the panels and the full Committee with respect to relevant procedures, 
precedents and standards.\19\
---------------------------------------------------------------------------

    \19\ At the Exchange's request, the Commission replaced the word 
``guidelines'' with the word ``standards.'' Telephone discussion 
between Claudia Crowley, Assistant General Counsel--Listing 
Qualifications, Amex, and Christopher B. Stone, Attorney Advisor, 
Division, Commission (January 31, 2002).
---------------------------------------------------------------------------

    Additionally, in order to recoup the costs associated with 
processing and conducting hearings in connections with issuer requests 
for review, the Amex will continue to charge a fee of $2,500 for an 
oral hearing and $1,500 for a written review. Thus an issuer requesting 
an oral hearing before a panel will be assessed a fee of $2,500, while 
an issuer requesting a written review by a panel will be assessed a fee 
of $1,500. Should the issuer appeal the panel's decision to the full 
Committee, it will be assessed an additional fee of $2,500. Issuers 
will not be charged fees in connection with a ``call for review'' by 
the Board of Governors.
    The Amex believes that these proposed changes will provide 
appropriate due process to issuers, as well as increased efficiency to 
the listing and delisting processes in a number of respects:
     The Committee, which has extensive experience and 
expertise in evaluating listing issues, will be given greater 
responsibility with respect to listing determinations, while the Board, 
through its ``call for review'' rights, will retain ultimate oversight 
of the listing and delisting process as well as of listing matters in 
general.
     The delays currently inherent in the delisting process 
should be substantially reduced.
     The potentially disruptive impact of a ``call for review'' 
will be reduced since only decisions of the full Committee will be 
subject to ``call for review,'' as opposed to all subcommittee 
decisions, as is currently the case.
     The Committee will now follow the same review process for 
both listing and delisting determinations, rather than different 
processes for each.
     The burdens on the Adjudicatory Council will be reduced by 
the transfer to the Committee of the Council's existing areas of 
responsibility with respect to the listing qualifications process.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with the provisions of Section 6(b) of the Act,\20\ in general, and 
Section 6(b)(5) of the Act,\21\ in particular, which requires, among 
other things, that the rules of an exchange be 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, 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. More specifically, the Exchange 
believes that the proposed rule change will enable the Exchange to 
administer its listing program in a more fair, efficient and 
transparent manner that reflects the rapidly evolving changes in the 
economy and capital markets. Additionally, the Exchange believes that 
with respect to companies listed pursuant to the proposed Alternative 
Listing Standards, investors will derive the benefits inherent in an 
Amex listing of comprehensive regulation, transparent price discovery 
and trade reporting to facilitate best execution, and increased depth 
and liquidity resulting from the confluence of order flow found in an 
auction market environment.
---------------------------------------------------------------------------

    \20\ 15 U.S.C. 78f(b).
    \21\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

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

    The Exchange does not believe that the proposed rule change will 
impose any burden on competition that is not necessary or appropriate 
in furtherance of the purposes of the Act.

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

    The Exchange has neither solicited nor received written comments on 
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 Exchange 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, 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 
Exchange. All submissions should refer to File No.

[[Page 8330]]

SR-AMEX-2001-47 and should be submitted by March 15, 2002.

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\22\
---------------------------------------------------------------------------

    \22\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 02-4231 Filed 2-21-02; 8:45 am]
BILLING CODE 8010-01-P