[Federal Register Volume 68, Number 29 (Wednesday, February 12, 2003)]
[Notices]
[Pages 7159-7160]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 03-3488]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-47328; File No. SR-Amex-2003-05]


Self-Regulatory Organizations; Notice of Filing and Immediate 
Effectiveness of Proposed Rule Change by the American Stock Exchange 
LLC Relating to Conforming Amendments to the Amex Company Guide

February 6, 2003.
    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 February 3, 2003, 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.
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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 Section 102(a) of the Amex Company Guide 
to correct a reference contained therein and conform to recently 
approved amendments to Section 101 of the Amex Company Guide. Below is 
the text of the proposed rule change. Proposed new language is in 
italics; proposed deletions are in brackets.
* * * * *

American Stock Exchange Company Guide

Section 102

    (a) Distribution--Minimum public distribution* of 500,000, together 
with a minimum of 800 public shareholders or minimum public 
distribution of 1,000,000 shares together with a minimum of 400 public 
shareholders, except for applicants seeking to qualify for listing 
pursuant to Section 101([d] e).
    The Exchange may also consider the listing of a company's 
securities if the company has a minimum of 500,000 shares publicly 
held, a minimum of 400 public shareholders and daily trading volume in 
the issue has been approximately 2,000 shares or more for the six 
months preceding the date of application. In evaluating the suitability 
of an issue for listing under this trading provision, the Exchange will 
review the nature and frequency of such activity and such other factors 
as it may determine to be relevant in ascertaining whether such issue 
is suitable for auction market trading. A security which trades 
infrequently will not be considered for listing under this paragraph 
even though average daily volume amounts to 2,000 shares per day or 
more.
    In addition, the Exchange may also consider the listing of the 
securities of a bank which has a minimum of 500,000 shares publicly 
held and a minimum of 400 public shareholders.
    Except for banks, companies whose securities are concentrated in a 
limited geographical area, or whose securities are largely held in 
block by institutional investors, are normally not considered eligible 
for listing unless the public distribution appreciably exceeds 500,000 
shares.
    *The terms ``public distribution'' and ``public shareholders'' as 
used in the Company Guide include both shareholders of record and 
beneficial holders, but are exclusive of the holdings of officers, 
directors, controlling shareholders and other concentrated (i.e., 10% 
or greater), affiliated or family holdings.
    (b)-(c)--No change.
* * * * *

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 proposes to amend Section 102(a) of the Amex Company 
Guide to change a reference therein from Section 101(d) to Section 
101(e). The Exchange seeks to correct the reference in order to conform 
to a re-designation of the paragraph references in Section 101 pursuant 
to recently approved amendments to Section 101 \3\ of the Amex Company 
Guide. The existing reference to Section 101(d) of the Amex Company 
Guide is meant to refer to the Alternative Listing Standards, which are 
now referenced in Section 101(e).
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    \3\ See Securities Exchange Act Release No. 47119 (January 3, 
2003), 68 FR 1494 (January 10, 2003) (approving File No. SR-Amex-
2002-97)
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2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Act \4\ in general and furthers the objectives 
of Section

[[Page 7160]]

6(b)(5)\5\ 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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    \4\ 15 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 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

    The Exchange has neither solicited nor received comments on the 
proposed rule change.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    The foregoing rule change has become effective pursuant to Section 
19(b)(3)(A) of the Act \6\ and Rule 19b-4(f)(6) \7\ thereunder because 
the proposal: (i) Does not significantly affect the protection of 
investors or the public interest; (ii) does not impose any significant 
burden on competition; and (iii) does not become operative prior to 30 
days after the date of filing or such shorter time as the Commission 
may designate if consistent with the protection of investors and the 
public interest; provided that the Exchange has given the Commission 
notice of its intent to file the proposed rule change, along with a 
brief description and text of the proposed rule change, at least five 
business days prior to the date of filing of the proposed rule change, 
or such short time as designated by the Commission. At any time within 
60 days of the filing of such proposed 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\ 17 CFR 240.19b-4(f)(6).
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    The Amex has requested that the Commission waive the 30-day 
operative delay and the five-day pre-filing notice requirement. The 
Commission believes that the proposed rule change is consistent with 
the protection of investors and the public interest and therefore finds 
good cause to waive the five-day pre-filing notice requirement and to 
designate the proposal as immediately operative upon filing. The 
Commission notes that the proposed rule change corrects a grammatical 
error and does not involve a substantive change. In addition, prompt 
implementation of the proposed rule change should avoid any confusion 
as to the Exchange's listing requirements. For these reasons, the 
Commission finds good cause to waive the five-day pre-filing notice 
requirement and to designate that the proposal become operative 
immediately upon filing.\8\
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    \8\ For purposes only of accelerating the operative date of this 
proposal, the Commission has considered the proposed rule's 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 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-2003-05 and 
should be submitted by March 5, 2003.

    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. 03-3488 Filed 2-11-03; 8:45 am]
BILLING CODE 8010-01-P