[Federal Register Volume 67, Number 141 (Tuesday, July 23, 2002)]
[Notices]
[Pages 48231-48232]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 02-18561]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-46218; File No. SR-Amex-2002-46]


Self-Regulatory Organizations; Notice of Filing of Proposed Rule 
Change by the American Stock Exchange LLC Relating to Amex Listing 
Agreement

July 17, 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 May 29, 2002, the American Stock Exchange LLC (``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 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 Amex proposes to amend the Amex Listing Agreement for issuers 
listing under Sections 106 (Currency and Index Warrants) and section 
107 (Other Securities) of the Amex Company Guide; and Rules 1000 
(Portfolio Depositary Receipts), 1000A (Index Fund Shares) and 1200 
(Rules of General Application; Trust Issued Receipts) to provide that 
the issuer cannot implead, cross-claim against, or sue the Exchange and 
its affiliates as a result of third party claims against the issuer. 
The text of the proposed rule change follows. Proposed new language is 
in italics; proposed deletions are in brackets.
Listing Agreement
    ---------- (the ``Company''), in consideration of the listing of 
its securities, hereby agrees, with the American Stock Exchange LLC 
(the ``Exchange'') that:
* * * * *
    (4) In order to publicize the Company's listing on the Exchange, 
the Company authorizes the Exchange to use the Company's corporate 
logos, Web site address (URS):------, 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 of the Exchange or 
any affiliate (``Corporations'') of the Company's corporate logos, Web 
site address, trade names, trade/service marks, and/or trading symbol 
used by the Company.
    In the event that any claim of any kind is brought by a third party 
against the Company arising out of the listing and/or trading on the 
Exchange of the listed securities, the Company agrees that it will not 
implead, cross-claim against or commence a separate action against any 
of the Corporations or otherwise attempt to obtain contribution, 
indemnification or any other form of recovery from any of the 
Corporations relating to such third party claim.

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 Amex has prepared summaries, 
set forth in sections A, B, and C below, of the most significant 
aspects of such statements.

[[Page 48232]]

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

1. Purpose
    Issuers of structured products, exchange-traded funds, trust issued 
receipts and other novel securities products have found that the 
Exchange is extremely receptive to accommodating product innovation in 
our marketplace. New products, however, can pose some measure of added 
litigation risk as a result of third party claims of infringement of 
property rights, or for other reasons.
    As part of its effort to reduce the Exchange's potential legal 
exposure in this area, the Exchange proposes to amend the Amex Listing 
Agreement to provide that issuers of such products agree, in connection 
with their execution of the Listing Agreement, that, in the event they 
are sued by a third party for any reason regarding an Amex-listed 
security, they will not implead, cross-claim against or sue the Amex or 
its affiliates. This would include, for example, claims of patent 
infringement or any other intellectual property rights.
    The proposed amendments to the Exchange Listing Agreement will be 
applicable to issuers of securities listed under section 106 (Currency 
and Index Warrants) and 107 (Other Securities) of the Company Guide; 
and Rules 1000 (Portfolio Depositary Receipts), 1000A (Index Fund 
Shares) and 1200 (Rules of General Application; Trust Issued Receipts). 
The Listing Agreement for these issuers, therefore, would differ from 
that for common stock issuers. The proposed amended Listing Agreement 
would apply to (1) new issuers, and (2) new series of securities listed 
under Rules 1000, 1000A or 1200 or sections 106 and 107 of the Company 
Guide by issuers that currently list securities under those provisions.
2. 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, to 
remove impediments to and perfect the mechanism of a free and open 
market and a national market system, to protect investors and the 
public interest and is not designed to permit unfair discrimination 
between customers, issuers, brokers, or dealers.
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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 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 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.

V. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the proposed rule change, 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, 450 Fifth Street, 
NW, Washington, DC 20549-0609. Copies of the proposed rule change and 
amendments will also be available for inspection and copying at the 
principal office of the Amex. All submissions should refer to File No. 
SR-Amex-2002-46 and should be submitted by August 13, 2002.

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\5\
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    \5\ 17 CFR 200.30-3(a)(12).
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Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 02-18561 Filed 7-22-02; 8:45 am]
BILLING CODE 8010-01-P