[Federal Register Volume 68, Number 179 (Tuesday, September 16, 2003)]
[Notices]
[Pages 54250-54251]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 03-23549]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-48464; File No. SR-Amex-2003-83]


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

September 9, 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 July 25, 2003, 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 sections 101 and 1003 of the Amex 
Company Guide to clarify the listing requirements applicable to units.

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 Amex Company Guide specifies the standards applicable to the 
listing of various types of securities, including common stock, 
preferred stock, bonds, debentures and warrants. On occasion, issuers 
seek to list units consisting of two or more different types of 
securities (e.g., common stock and warrants, common stock and bonds). 
In evaluating

[[Page 54251]]

the eligibility of such units for listing, Amex staff requires that 
each component of the unit satisfy the listing standards applicable to 
the particular type of security involved. Thus, in the case of a unit 
consisting of common stock and bonds, the common stock component would 
be required to satisfy the standards applicable to common stock and the 
bond would be required to satisfy the standards applicable to bonds. 
Typically, such a unit will list and trade for a limited period of time 
(e.g., thirty days) and then automatically separate into its component 
parts which will be listed and traded.
    The Exchange has recently received applications for the listing of 
Income Deposit Securities (IDSs), which are units comprised of common 
stock and subordinated notes. In contrast to a typical unit, IDSs will 
trade as a unit for an extended period of time, although holders will 
have limited rights to separate the IDS into its component parts (or to 
combine the components into an IDS).
    In order to provide greater clarity and transparency with respect 
to the listing standards applicable to IDSs and similar securities, the 
Exchange is proposing to amend section 101 of the Company Guide to 
specifically provide that each component of a unit must meet the 
applicable listing standards. Comparable amendments would be made to 
section 1003 with respect to the continued listing standards applicable 
to units.
    Additionally, the Exchange is proposing changes to section 401 of 
the Company Guide to specify that the issuer of a unit is required to 
immediately publicize any change in the terms of a listed unit, such as 
changes to the terms and conditions of any of the components or to the 
ratio of the components within the unit, and to provide current 
information in this regard on its Web site.\3\ Such changes would 
include those resulting from a stock split or an automatic exchange of 
one or more components of the unit (e.g., as a result of a secondary 
offering of units comprised of debt securities with original issue 
discount). The issuer would be expected to provide such public 
disclosure as soon as practicable in relation to the nature and 
effective date of the change. For example, changes resulting from a 
stock split should be subject to prior disclosure, while changes with 
respect to original issue discount should be disclosed as soon as such 
information is available. The Exchange believes that this expanded 
disclosure requirement is necessary in order to insure that sufficient 
information regarding the attributes of these securities is publicly 
available and readily accessible on a timely basis.
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    \3\ An issuer which does not maintain a website would be 
required to include a description of the current terms and 
conditions of the components of the unit, and the ratio of the 
components comprising the unit, in its annual report pursuant to 
section 610 of the Amex Company Guide.
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2. Statutory Basis
    The proposed rule change is consistent with section 6(b) of the Act 
\4\ in general and furthers the objectives of section 6(b)(5) of the 
Act \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 proposed rule change will impose no burden on competition 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

    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 Amex 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 
Amex. All submissions should refer to file number SR-Amex-2003-83 and 
should be submitted by October 7, 2003.


    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\6\
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    \6\ 17 CFR 200.30-3(a)(12).
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Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 03-23549 Filed 9-15-03; 8:45 am]
BILLING CODE 8010-01-P