[Federal Register Volume 69, Number 79 (Friday, April 23, 2004)]
[Notices]
[Page 22110]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 04-9193]



[[Page 22110]]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-49574; File No. SR-Amex-2003-110]


Self-Regulatory Organizations; American Stock Exchange LLC; Order 
Granting Approval to Proposed Rule Change and Amendment No. 1 Thereto 
Relating to Procedures Applicable to Continued Listing Evaluation and 
Follow-Up

April 16, 2004.
    On December 12, 2003, the American Stock Exchange LLC (``Amex'' or 
``Exchange'') filed with the Securities and Exchange Commission 
(``Commission''), pursuant to section 19(b)(1) of the Securities 
Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4 thereunder,\2\ a 
proposed rule change clarifying the procedures applicable to listed 
companies with regard to continued listing evaluation and follow-up. On 
February 19, 2004, the Exchange filed Amendment No. 1 to the proposed 
rule change.\3\ The proposed rule change, as amended, was published for 
comment in the Federal Register on March 10, 2004.\4\ The Commission 
received no comments on the proposal.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Letter from Claudia Crowley, Vice President, Listing 
Qualifications, Amex, to Nancy Sanow, Assistant Director, Division 
of Market Regulation (``Division''), Commission, dated February 18, 
2004 (``Amendment No. 1''). In Amendment No. 1, the Amex replaced 
the text of the proposed rule change in its entirety.
    \4\ See Securities Exchange Act Release No. 49351 (March 2, 
2004), 69 FR 11467.
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    The Exchange proposes to revise Section 1009 of the Amex Company 
Guide (``Company Guide'') to clarify that Exchange staff may establish 
a time period of less than 18 months for a listed company to regain 
compliance with some or all of the continued listing standards, if the 
nature and circumstances of the company's particular continued listing 
status warrant such shorter time period. In determining whether to 
establish a time period of less than 18 months for a company to regain 
compliance with some or all of the continued listing standards, the 
Exchange staff would consider whether, in view of the nature and 
severity of the particular continued listing deficiency, including the 
investor protection concerns raised, 18 months would be an 
inappropriately long period of time to regain compliance. While it is 
not possible to enumerate all possible circumstances, the following is 
a non-exclusive list of the types of continued listing deficiencies 
that, based on a particular listed company's unique situation, may 
result in imposition of a shorter time period: delinquencies with 
respect to Commission filing obligations; severe short-term liquidity 
and/or financial impairment; present or potential public interest 
concerns; \5\ and/or deficiencies with respect to the requisite 
distribution requirements that make the security unsuitable for auction 
market trading.
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    \5\ Public interest concerns could include, for example, 
situations where the company, a corporate officer or affiliate is 
the subject of a criminal or regulatory investigation or action; or 
the company's auditors have resigned and withdrawn their most recent 
audit opinion raising concerns regarding the internal controls and 
financial reporting process. However, other situations not 
specifically enumerated could also raise public interest concerns 
regarding the appropriateness of a particular company's continued 
listing.
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    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 \6\ and, in 
particular, the requirements of section 6(b) of the Act \7\ and the 
rules and regulations thereunder. The Commission finds that the 
proposed rule change is consistent with section 6(b)(5)\8\ of the Act, 
which requires that the rules of an exchange be designed to prevent 
fraudulent and manipulative acts and practices, to promote just and 
equitable principles of trade, to remove impediments to and perfect the 
mechanism for a free and open market and a national market system, and, 
in general, to protect investors and the public interest.
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    \6\ In approving this proposed rule change, the Commission notes 
that it has considered the proposed rule's impact on efficiency, 
competition, and capital formation. 15 U.S.C. 78c(f).
    \7\ 15 U.S.C. 78f(b).
    \8\ 15 U.S.C. 78f(b)(5).
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    The Commission notes that the proposed rule change clarifies the 
Amex's existing authority to establish a time period of less than 18 
months for a company to regain compliance with some or all of the Amex 
continued listing standards. In addition, Section 1009 of the Company 
Guide sets forth several factors that the Exchange would consider in 
its determination. Such criteria should provide transparency to the 
process of continued listing evaluation and follow-up, thereby 
benefiting listed companies and investors.
    It is therefore ordered, pursuant to section 19(b)(2) of the Act 
\9\, that the proposed rule change (File No. SR-Amex-2003-110), as 
amended, be, and hereby is, approved.
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    \9\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\10\
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    \10\ 17 CFR 200.30-3(a)(12).
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Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 04-9193 Filed 4-22-04; 8:45 am]
BILLING CODE 8010-01-P