[Federal Register Volume 67, Number 242 (Tuesday, December 17, 2002)]
[Notices]
[Pages 77293-77294]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 02-31655]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-46983; File No. SR-Amex-2002-95]


Self-Regulatory Organizations; Notice of Filing and Order 
Granting Accelerated Approval of Proposed Rule Change by the American 
Stock Exchange LLC Relating to Member Notifications Required in 
Connection With Offerings and Distributions of Amex-Listed Securities

December 11, 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 November 18, 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 and 
II 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 and to grant accelerated 
approval of the proposed rule change.
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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 has proposed new Amex Rules 193(f) and 570A that would 
require notification to Amex by members and member organizations in 
connection with offerings and distributions of Amex-listed securities. 
The text of the proposed rule change is as follows; new text is 
underlined:
Affiliated Persons of Specialists
    Rule 193. (a) through (e): No change.
    (f)(i) An approved person associated with a specialist member 
organization (``Affiliated Specialist'') that is entitled to an 
exemption from certain Exchange rules pursuant to Exchange Rule 193 
shall notify the Exchange of its participation in any distribution or 
tender or exchange offer of any security covered by paragraph (f)(ii) 
of this rule, in such form and within such time frame as may be 
prescribed by the Exchange and shall provide the information required 
below:
    1. name of security
    2. symbol
    3. type of security
    4. symbol of reference security or securities (if different from 
security being distributed)
    5. description of distribution or tender or exchange offer
    6. distribution price or terms of tender or exchange offer
    7. date of pricing
    8. time of pricing
    9. pricing basis (e.g., Amex or consolidated close)
    10. beginning and ending dates of the restricted period under 
Regulation M (if applicable) or, for a tender or exchange offer, the 
date the offer is publicly announced and its expiration date
    11. firm submitting notification
    12. name and title of individual submitting notification
    13. telephone number
    14. such other information as the Exchange may from time to time 
require.
    (ii) The notification requirements of this rule are applicable to 
any security in which the Affiliated specialist is registered where 
such security is either:
    1. the subject of a tender or exchange offer (or any other security 
which is immediately convertible into or exchangeable for such 
security) for purposes of Rule 14e-5 under the Securities Exchange Act 
of 1934; or
    2. a covered security as defined in Rule 100 of Regulation M.
* * * Commenatry
    No change.

Notification Requirements for Offerings of Listed Securities

    Rule 570A. (a) A member or member organization which acts as the 
lead underwriter of any offering in a listed security shall notify the 
Exchange of such offering in such form and within such time frame as 
may be prescribed by the Exchange and shall provide the information 
required below:
    1. name of security
    2. symbol
    3. type of security
    4. number of shares offered
    5. offering price
    6. date of pricing
    7. time of pricing
    8. pricing basis (e.g., Amex or Consolidated close)
    9. beginning and ending dates of the restricted period under 
Regulation M (if applicable)
    10. syndicate members
    11. firm submitting notification
    12. name of individual submitting notification
    13. telephone number
    14. such other information as the Exchange may from time to time 
require.
    (ii) The notification requirements of this rule are applicable to 
any security in which the Affiliated Specialist is registered where 
such security is either:
    1. the subject of a tender or exchange offer (or any other security 
which is immediately convertible into or exchangeable for such 
security) for purposes of Rule 14e-5 under the Securities Exchange Act 
of 1934; or
    2. a covered security as defined in Rule 100 of Regulation M.
* * * Commentary
    No change.

Notification Requirements for Offerings of Listed Securities

    Rule 570A. (a) A member or member organization which acts as the 
lead underwriter of any offering in a listed security shall notify the 
Exchange of such offering in such form and within such time frame as 
may be prescribed by the Exchange and shall provide the information 
required below:
    1. name of security
    2. symbol
    3. type of security
    4. number of share offered
    5. offering price
    6. date of pricing
    7. time of pricing
    8. pricing basis (e.g., Amex or Consolidated close)
    9. beginning and ending dates of the restricted period under 
Regulation M (if applicable)
    10. syndicate members
    11. firm submitting notification
    12. name of individual submitting notification
    13. telephone number
    14. such other information as the Exchange may from time to time 
require.
    (b) Any Exchange member or member organization effecting a 
syndicate covering transaction or imposing a penalty bid or placing or 
transmitting a stabilizing bid in a listed security shall provide prior 
notice of such to the Exchange in such format and within such time 
frame as the Exchange may from time to time require.
* * * * *

[[Page 77294]]

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

    In its filing with the Commission, Amex 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 III below. Amex 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 new paragraph (f) to Amex Rule 193 
(Affiliated Persons of Specialists) and new Amex Rule 570A to require 
notification by Amex members and member organizations when they are 
participating in an offering of Amex-listed securities. The proposed 
rules, which are substantially similar to New York Stock Exchange 
(``NYSE'') Rules 460.30 and 392, respectively, are intended to codify 
the disclosure and notification requirements included in Regulation M 
under the Act. Amex has stated that it has previously issued 
Information Circulars (97-0262, 97-0570, and 01-0295) that set forth 
member obligations and provided the formats for reporting to Amex 
information relating to stabilizing transactions, covering 
transactions, penalty bids, and distributions.
    Amex Rule 193(f) would require notification to the Exchange 
whenever an approved person associated with a specialist member 
organization that has a functional separation approved pursuant to Amex 
Rule 193 participates in a distribution or tender offer of a 
specialist's specialty security, as covered by Amex Rule 193(f)(ii). 
The required information is similar to that required under proposed 
Amex Rule 570A.
    Amex Rule 570A (Notification Requirements for Offerings of Listed 
Securities) would require notification to the Exchange whenever a 
member or member organization acts as a lead underwriter of any 
offering of an Amex-listed security. Such notification would enable the 
Exchange to monitor trading in the security or any related security 
traded on the Exchange for possible price manipulation. The data 
required to be transmitted to the Exchange would include the name and 
type of the security, symbol, number of shares offered, offering price, 
date, time and basis of pricing, applicable restricted period, and 
syndicate members, as well as the firm, name, and telephone number of 
the individual submitting the notification.
2. Statutory Basis
    Amex believes that the proposed rule change is consistent with 
Section 6(b) of the Act \3\ in general, and furthers the objectives of 
Sections 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

    Amex does not believe that the proposed rule change would 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 in connection with 
the proposed rule change.

III. 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 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-2002-95 and 
should be submitted by January 7, 2003.

IV. Commission's Findings and Order Granting Accelerated Approval of 
Proposed Rule Change

    The Commission finds that the proposed rule change is consistent 
with the Act and the rules and regulations thereunder applicable to a 
national securities exchange. Specifically, the Commission finds that 
the proposed rule change is consistent with Section 6(b)(5) of the 
Act,\5\ which requires that an exchange have rules that are designed, 
among other things, 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.
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    \5\ 15 U.S.C. 78f(b)(5).
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    As previously noted, the rules proposed by Amex are nearly 
identical to two rules of the New York Stock Exchange.\6\ Given that 
the Commission has previously found the NYSE rules to be consistent 
with the Act,\7\ the Commission finds good cause for approving the Amex 
proposal pursuant to Section 19(b)(2) of the Act prior to the thirtieth 
day after the date of publication of notice in the Federal Register.
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    \6\ Proposed Amex Rule 193(f) imitates NYSE Rule 460.30; 
proposed Amex Rule 570A imitates NYSE Rule 392.
    \7\ See Securities Exchange Act Release No. 38478 (April 4, 
1997), 62 FR 17899 (April 11, 1997) (approving NYSE Rules 460.30 and 
392). See also Securities Exchange Act Release No. 38873 (July 24, 
1997), 62 FR 41118 (July 31, 1997) (amending NYSE Rule 392 to 
require notification by NYSE member organizations of any stabilizing 
bid made in connection with an offering of a NYSE-listed security). 
Proposed Amex Rule 193(f) incorporates the NYSE amendment.
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    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\8\ that the proposed rule change (SR-Amex-2002-95) is hereby 
approved on an accelerated basis.
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    \8\ 15 U.S.C. 78s(b)(2).

    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. 02-31655 Filed 12-16-02; 8:45 am]
BILLING CODE 8010-01-P