[Federal Register Volume 68, Number 137 (Thursday, July 17, 2003)]
[Notices]
[Pages 42435-42438]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 03-18066]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-48152; File No. SR-Amex-2003-62]


Self-Regulatory Organizations; Notice of Filing and Order 
Granting Accelerated Approval of Proposed Rule Change by the American 
Stock Exchange LLC Relating to the Listing and Trading of Partial 
Principal Protected Notes Linked to the Performance of the Standard & 
Poor's 500 Stock Index

July 10, 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 June 17, 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 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 is approving the 
proposal on an accelerated basis.
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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 proposed to list and trade under Section 107A of the 
Amex Company Guide (``Company Guide''), notes linked to the performance 
of the Standard & Poor's 500 Index (``S&P 500'' or ``Index'').

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 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. The 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
    Under Section 107A of the Company Guide, the Exchange may approve 
for listing and trading securities which cannot be readily categorized 
under the listing criteria for common and preferred stocks, bonds, 
debentures, or warrants.\3\ The Amex proposes to list, under Section 
107A of the Company Guide, notes for trading on the Exchange, the 
performance of which is linked to the Index that provide for partial 
principal protection (the ``Partial Principal Protected Notes'' or 
``Notes'').\4\ The Index is determined, calculated and maintained 
solely by S&P.\5\ The Notes will provide for participation in the 
positive performance of the S&P 500 during their term subject to a 
maximum payment amount or ceiling while also reducing the risk exposure 
to the principal investment amount.
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    \3\ See Securities Exchange Act Release No. 27753 (March 1, 
1990), 55 FR 8626 (March 8, 1990) (SR-Amex-89-29).
    \4\ UBS AG (``UBS'') and Standard & Poor's Corporation 
(``S&P''), a division of The McGraw-Hill Companies, Inc., have 
entered into a non-exclusive license agreement providing for the use 
of the index by UBS and certain affiliates and subsidiaries in 
connection with certain securities including these Notes. S&P is not 
responsible and will not participate in the issuance and creation of 
the Notes.
    \5\ The S&P 500 is a broad-based stock index, which provides an 
indication of the performance of the U.S. equity market. The Index 
is a capitalization-weighted index reflecting the total market value 
of 500 widely-held component stocks relative to a particular base 
period. The Index is computed by dividing the total market value of 
the 500 stocks by an Index divisor. The Index Divisor keeps the 
Index comparable over time to its base period of 1941-1943 and is 
the reference point for all maintenance adjustments. The securities 
included in the Index are listed on the Amex, New York Stock 
Exchange, Inc. (``NYSE'') or traded through Nasdaq Stock Market, 
Inc. (``Nasdaq''). The Index reflects the price of the common stocks 
of 500 companies without taking into account the value of the 
dividend paid on such stocks.
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    The Notes will initially conform to the listing guidelines under 
Section 107A of the Company Guide \6\ and

[[Page 42436]]

continued listing guidelines under Sections 1001-1003 \7\ of the 
Company Guide. The Notes are senior non-convertible debt securities of 
UBS AG (``UBS''). The Notes will have a term of not less than one, nor 
more than ten years. UBS will issue the Notes in denominations of whole 
units (a ``Unit''), with each Unit representing a single Note. The 
original public offering price will be $1,000 per Unit. The Notes will 
entitle the owner at maturity to receive an amount based upon the 
percentage change of the Index, subject to a guaranteed minimum amount 
of $1,000 if the Index declines up to 20% during the term. At maturity, 
if the value of the Index has increased over the term of the Notes, a 
beneficial owner will be entitled to receive a payment on the Notes 
equal to the principal amount plus 100% of the percentage change of the 
Index, subject to a maximum return amount of 100% \8\ (``Maximum Return 
Amount''). If the percentage change of the Index over the term of the 
Notes is between 0% and -20%, a holder of the Notes will receive the 
full principal amount of $1,000 per Unit. However, if the return of the 
Index is less than -20%, a holder will receive a payment at maturity of 
the original principal amount reduced by 1% for each percentage point 
that the percentage change in the Index is below -20%. Accordingly, the 
Notes provide ``partial principal protection'' with the potential for 
holders to lose 80% of their investment if the Index sustains a loss of 
100%. The Notes are also not callable by the Issuer.
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    \6\ The initial listing standards for the Notes require: (1) A 
market value of at least $4 million; and (2) a term of at least one 
year. Because the Notes will be issued in $1,000 denominations, the 
minimum public distribution requirement of one million units and the 
minimum holder requirement of 400 shareholders do not apply. In 
addition, the listing guidelines provide that the issuer has assets 
in excess of $100 million, stockholder's equity of at least $10 
million, and pre-tax income of at least $750,000 in the last fiscal 
year or in two of the three prior fiscal years. In the case of an 
issuer which is unable to satisfy the earning criteria stated in 
Section 101 of the Company Guide, the Exchange will require the 
issuer to have the following: (1) Assets in excess of $200 million 
and stockholders equity of at least $10 million, or (2) assets in 
excess of $100 million and stockholders' equity of at least $20 
million.
    \7\ The Exchange's continued listing guidelines are set forth in 
Sections 1001 through 1003 of Part 10 to the Exchange's Company 
Guide. Section 1002(b) of the Company Guide states that the Exchange 
will consider removing from listing any security where, in the 
opinion of the Exchange, it appears that the extent of public 
distribution or aggregate market value has become so reduced to make 
further dealings on the Exchange inadvisable. With respect to 
continued listing guidelines for distribution of the Notes, the 
Exchange will rely, in part, on the guidelines for bonds in Section 
1003(b)(iv), Section 1003(b)(iv)(A) provides that the Exchange will 
normally consider suspending dealings in, or removing from the list, 
a security if the aggregate market value or the principle amount of 
bonds publicly held is less than $400,000.
    \8\ Amex staff clarified that the maximum return amount for the 
proposed Notes is $1,000 per Unit or 100%. Telephone conversation 
between Jeffrey P. Burns, Associate General Counsel, Amex and Tim 
Fox, Attorney, Commission on June 24, 2003.
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    The payment that a holder or investor of a Note will be entitled to 
receive (the ``Redemption Amount'') depends on the change of the level 
of the Index during the term of the Notes as measured by the final and 
initial index levels. The Index final level is the level of the S&P 500 
at the close of the market five (5) business days before the maturity 
date of the Notes indicated in the prospectus, unless the final 
valuation date and the maturity date are postponed due to a market 
disruption event (the ``Final Level'').\9\ The Index initial level is 
the closing level of the S&P 500 on the date the Notes are priced for 
initial sale to the public (the ``Initial Level'').
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    \9\ Amex staff confirmed that both the maturity date and the 
final valuation date would move as a result of a market disruption 
event. Telephone conversation between Jeffery P. Burns, Associate 
General Counsel, Amex, and Tim Fox, Attorney, Commission on June 24, 
2003.
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    If the Final Level is greater than the Initial Level, the 
Redemption Amount per Unit will equal:
[GRAPHIC] [TIFF OMITTED] TN17JY03.002

    If the percentage change of the Index is between 0% and -20%, the 
Redemption Amount per Unit will equal $1,000.
    If the percentage change of the Index is less than -20%, the 
Redemption Amount per Unit will equal:
[GRAPHIC] [TIFF OMITTED] TN17JY03.003

    The Notes are cash-settled in U.S. dollars and do not give the 
holder any right to receive a portfolio security, dividend payments or 
any other ownership right or interest in the portfolio or index of 
securities comprising the Index. The Notes are designed for investors 
who want to participate or gain exposure to the Index, subject to a 
maximum return amount, while partially limiting their investment risk, 
and who are willing to forego market interest payments on the Notes 
during such term and are willing to accept a limited return. The 
Commission has previously approved the listing of securities and 
related options linked to the performance of the Index.\10\
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    \10\ See Securities Exchange Act Release Nos. 19907 (June 24, 
1983), 48 FR 30814 (July 5, 1983) (SR-CBOE-83-08) (approving the 
listing and trading of options on the S&P 500 Index on the CBOE); 
31591 (December 11, 1992), 57 FR 60253 (December 18, 1992) (SR-Amex-
92-18) (approving the listing and trading of Portfolio Depositary 
Receipts based on the S&P 500 Index on the Amex); 27382 (October 26, 
1989), 54 FR 45834 (October 31, 1989) (SR-NYSE-89-05) (approving the 
listing and trading of Exchange Stock Portfolios based on the value 
of the S&P 500 Index on the NYSE); 30394 (February 21, 1992), 57 FR 
7409 (March 2, 1992) (SR-Amex-90-06) (approving the listing and 
trading of a unit investment trust linked to the S&P 500 Index); 
47911 (May 22, 2003), 68 FR 32558 (May 30, 2003) (SR-Amex-2003-46) 
(approving the listing and trading of notes linked to the S&P 500 on 
the Amex); and 47983 (June 4, 2003), 68 FR 35032 (June 11, 2003) 
(SR-Amex-2003-45) (approving the listing and trading of a note 
issued by CSFB linked to S&P 500 on the Amex).
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    As of June 11, 2003, the market capitalization of the securities 
included in the S&P 500 ranged from a high of $305.3 billion to a low 
of $388.5 million. The average daily trading volume for these same 
securities for the last six (6) months ranged from a high of 50.3 
million shares to a low of 148,223 shares. The Index value will be 
disseminated at least once every fifteen (15) seconds throughout the 
trading day.
    Because the Notes are issued in $1,000 denominations, the Amex's 
existing floor trading rules will apply to the trading of the Notes. 
First, pursuant to Amex Rule 411, the Exchange will impose a duty of 
due diligence on its members and member firms to learn the essential 
facts relating to every customer prior to trading the Notes.\11\ 
Second, even though the Exchange's debt trading rules apply,\12\ the 
Notes will be subject to the equity margin rules of the Exchange.\13\ 
Third, the Exchange will, prior to trading the Notes, distribute a 
circular to the membership providing guidance with regard to member 
firm compliance responsibilities (including suitability 
recommendations) when handling transactions in the Notes and 
highlighting the special risks and characteristics of the Notes. With

[[Page 42437]]

respect to suitability recommendations and risks, the Exchange will 
require members, member organizations and employees thereof 
recommending a transaction in the Notes: (1) To determine that such 
transaction is suitable for the customer, and (2) to have a reasonable 
basis for believing that the customer can evaluate the special 
characteristics of, and is able to bear the financial risks of such 
transaction. In addition, UBS will deliver a prospectus in connection 
with the initial sales of the Notes.
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    \11\ Amex rule 411 requires that every member, member firm or 
member corporation use due diligence to learn the essential facts, 
relative to every customer and to every order or account accepted.
    \12\ Amex staff represented that the relevant debt trading rules 
are contained in Amex Rules 100-140. Telephone conversation between 
Jeffery P. Burns, Associate General Counsel, Amex and Tim Fox, 
Attorney, Commission on June 24, 2003.
    \13\ See Amex Rule 462.
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    The Exchange represents that its surveillance procedures are 
adequate to properly monitor the trading of the Notes. Specifically, 
the Exchange will rely on its existing surveillance procedures 
governing equities, which have been deemed adequate under the Act. In 
addition, the Exchange also has a general policy, which prohibits the 
distribution of material, non-public information by its employees.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Act \14\ in general, and furthers the 
objectives of Section 6(b)(5),\15\ 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, and to remove impediments to and perfect the mechanism of a 
free and open market and a national market system.
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    \14\ 15 U.S.C. 78f(b).
    \15\ 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 did not solicit or receive any written comments on 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 the File No. SR-Amex-2003-62 
and should be submitted by August 7, 2003.

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

    After careful consideration, the Commission finds that the proposed 
rule change is consistent with the requirements of the Act and the 
rules and regulations thereunder, applicable to a national securities 
exchange, and, in particular, with the requirements of Section 6(b)(5) 
of the Act.\16\ The Commission finds that this proposal is similar to 
several instruments currently listed and traded on the Amex that the 
Commission recently approved.\17\ Accordingly, the Commission finds 
that the listing and trading of the Notes based on the Index is 
consistent with the Act and will promote just and equitable principles 
of trade, foster cooperation and coordination with persons engaged in 
regulating, clearing and settling, processing information with respect 
to, and facilitating transactions in securities, and, in general, 
protect investors and the public interest consistent with Section 
6(b)(5) of the Act.\18\
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    \16\ 15 U.S.C. 78f(b)(5).
    \17\ See Securities Exchange Act Release Nos. 47983 (June 4, 
2003), 68 FR 35032 (June 11, 2003) (SR-Amex-2003-45) (approval of 
the listing and trading of CSFB non-principal protected notes linked 
to the S&P 500); 47911 (May 22, 2003), 63 FR 32558 (May 30, 2003) 
(SR-Amex-2003-46) (approving the listing and trading of non-
principal protected notes linked to the S&P 500); 46883 (November 
21, 2002), 67 FR 71216 (November 29, 2002) (SR-Amex-2002-88) 
(approving the listing and trading of non-principal protected notes 
linked to the DJIA).
    \18\ 15 U.S.C. 78f(b)(5). In approving this rule, the Commission 
notes that it has considered the proposed rule's impact on 
efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
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    As described more fully above, at maturity, the holder of a Note 
will receive an amount based upon the percentage change of the Index. 
Specifically, at maturity, if the value of the Index has increased over 
the term of the Notes, the beneficial owner will be entitled to receive 
a payment on the Notes equal to the principal amount plus the 
percentage change of the Index, subject to a maximum return of 100%. If 
the Note declines up to 20% during the term, the beneficial owner will 
receive the full principal amount of $1,000 per Unit. However, if the 
return of the Index is less than -20%, a holder will receive a payment 
at maturity of the original principal amount reduced by 1% for each 
percentage point that the percentage change in the Index is below -20%.
    The Commission notes that the Notes are non-leveraged, ``partial 
principal protection'' instruments, with the potential for holders to 
lose 80% of their investment if the Index sustains a loss of 100%. The 
Notes are debt instruments whose price will be derived and based upon 
the value of the Index. The Notes, at a minimum, will pay the 
beneficial owner 20% of the principal amount at maturity. Thus, if the 
value of the Index has declined more than 20% at maturity, the holder 
of the Note will receive less than the original public offering price 
of the Note. Accordingly, the level of risk involved in the purchase or 
sale of the Notes is similar to the risk involved in the purchase or 
sale of traditional common stock. Because the final rate of return of 
the Notes is derivatively priced and based upon the performance of an 
index of securities, and because the Notes are debt instruments that do 
not guarantee a return of principal beyond 20%, and because investors' 
potential return is limited by the Maximum Return Amount, if the value 
of the Index has increased over the term of such note, there are 
several issues regarding the trading of this type of product. However, 
for the reasons discussed below, the Commission believes the Exchange's 
proposal adequately addresses the concerns raised by this type of 
product.
    First, the Commission notes that the Exchange's rules and 
procedures that address the special concerns attendant to the trading 
of hybrid securities will be applicable to the Notes. In particular, by 
imposing the hybrid listing standards, suitability, disclosure, and 
compliance requirements noted above, the Commission believes that the 
Exchange has addressed adequately the potential problems that could 
arise from the hybrid nature of the Notes. The Exchange will require 
members, member organizations and employees thereof recommending a 
transaction in the Notes to: (1) Determine that such

[[Page 42438]]

transaction is suitable for the customer; and (2) have a reasonable 
basis for believing that the customer can evaluate the special 
characteristics, and bear the financial risks, of such a transaction. 
Moreover, the Commission notes that the Exchange will distribute a 
circular to its membership calling attention to the specific risks 
associated with the Notes and the compliance responsibility when 
handling transactions in the Notes. The Commission also notes that UBS 
will deliver a prospectus in connection with the initial sale of the 
Notes. In addition, the Commission notes that Amex will incorporate and 
rely upon its existing surveillance procedure governing equities, which 
have been deemed adequate under the Act. Moreover, the Commission also 
notes that the Exchange has a general policy that prohibits the 
distribution of material, non-public information by its employees.
    In approving the product, the Commission recognizes that the Index 
is a capitalization-weighted index of 500 companies listed on Nasdaq, 
the NYSE, and the Amex. The Commission notes that the Index is 
determined, calculated, and maintained by S&P. As of June 11, 2003, the 
market capitalization of the securities included in the S&P 500 ranged 
from a high of $305.3 billion to a low of $388.5 million. The average 
daily trading volume for these same securities for the last six (6) 
months ranged from a high of 50.3 million shares to a low of 148,223 
shares.
    Given the large trading volume and capitalization of the 
compositions of the stocks underlying the Index, the Commission 
believes that the listing and trading of the Notes that are linked to 
the Index should not unduly impact the market for the underlying 
securities comprising the Index or raise manipulative concerns. As 
discussed more fully above, the underlying stocks comprising the Index 
are well-capitalized, highly liquid stocks. Moreover, the issuers of 
the underlying securities comprising the Index, are subject to 
reporting requirements under the Act, and all of the component stocks 
are either listed or traded on, or traded through the facilities of, 
U.S. securities markets. In addition, the Exchange equity margin rules 
and debt trading rules will apply to the securities. The Commission 
believes that the application of these rules should strengthen the 
integrity of the Notes. The Commission also believes that the Exchange 
has appropriate surveillance procedures in place to detect and deter 
potential manipulation for similar index-linked products. By applying 
these procedures to the Notes, the Commission believes that the 
potential for manipulation of the underlying securities is minimal, 
thereby protecting investors and the public interest.
    Furthermore, the Commission notes that the Notes are dependant upon 
the individual credit of the issuer, UBS. To some extent this credit 
risk is minimized by the Exchange's listing standards in Section 107A 
of the Company Guide which provide that only issuers satisfying 
substantial asset and equity requirements may issue securities such as 
the Notes. In any event, financial information regarding UBS, in 
addition to the information on the 500 common stocks comprising the 
Index, will be publicly available.\19\
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    \19\ The Commission notes that the 500 component stocks that 
comprise the Index are reporting companies under the Act, and the 
Notes will be registered under Section 12 of the Act.
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    The Commission also has a systemic concern, however, that a broker-
dealer such as UBS, or a subsidiary providing a hedge for the issuer, 
will incur position exposure. However, as the Commission has concluded 
in previous approval orders for other hybrid instruments issued by 
broker-dealers,\20\ the Commission believes that this concern is 
minimal given the size of the Notes issuance \21\ in relation to the 
net worth of UBS.
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    \20\ See Securities Exchange Act Release Nos. 47983 (June 4, 
2003), 68 FR 5032 (June 11, 2003) (SR-Amex-2003-45) (approving the 
listing and trading of notes whose returns are based on the 
performance of the Index); 47911 (May 22, 2003), 68 FR 32558 (May 
30, 2003) (SR-Amex-2003-46) (approving the listing and trading of 
notes whose returns are based on the performance of the Index); 
44913 (October 9, 2001), 66 FR 52469 (October 15, 2001) (SR-NASD-
2001-73) (approving the listing and trading of notes whose return is 
based on the performance of the Nasdaq-100 Index); 44483 (June 27, 
2001), 66 FR 35677 (July 6, 2001) (SR-Amex-2001-40) (approving the 
listing and trading of notes whose return is based on a portfolio of 
20 securities selected from the Amex Institutional Index); and 37744 
(September 27, 1996), 61 FR 52480 (October 7, 1996) (SR-Amex-96-27) 
(approving the listing and trading of notes whose return is based on 
a weighted portfolio of healthcare/biotechnology industry 
securities).
    \21\ The Commission notes that the issuance will be $10 million. 
Telephone conversation between Jeffery P. Burns, Associate General 
Counsel, Amex and Tim Fox, Attorney, Commission on July 7, 2003.
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    Finally, the Commission notes that the value of the Index will be 
disseminated at least once every fifteen seconds throughout the trading 
day. The Commission believes that providing access to the value of the 
Index at least once every fifteen seconds throughout the trading day is 
extremely important and will provide benefits to investors in the 
product.
    The Commission finds good cause for approving the proposed rule 
change prior to the thirtieth day after the date of publication of the 
notice of filing thereof in the Federal Register. The Exchange has 
requested accelerated approval because this product is similar to 
several other instruments currently listed and traded on the Amex.\22\ 
The Commission believes that the Notes will provide investors with an 
additional investment choice and that accelerated approval of the 
proposal will allow investors to begin trading the Notes promptly. 
Additionally, the Notes will be listed pursuant to Amex's existing 
hybrid security listing standards as described above. Based on the 
above, the Commission believes there is good cause, consistent with 
Section 6(b)(5) and 19(b)(2) of the Act,\23\ to approve the proposal on 
an accelerated basis.
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    \22\ See supra note 17.
    \23\ 15 U.S.C. 78f(b)(5) and 78s(b)(2).
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V. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\24\ that the proposed rule change (SR-Amex-2003-62), is hereby 
approved on an accelerated basis.
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    \24\ 15 U.S.C. 78s(b)(2).
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    For the Commission by the Division of Market Regulation, pursuant 
to delegated authority.\25\
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    \25\ 17 CFR 200.30-3(a)(12).

Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 03-18066 Filed 7-16-03; 8:45 am]
BILLING CODE 8010-01-U