[Federal Register Volume 69, Number 85 (Monday, May 3, 2004)]
[Notices]
[Pages 24200-24204]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 04-9977]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-49621; File No. SR-Amex-2004-19]


Self-Regulatory Organizations; Notice of Filing and Order 
Granting Accelerated Approval of Proposed Rule Change and Amendment 
Nos. 1 and 2 Thereto by the American Stock Exchange LLC Relating to the 
Listing and Trading of Contingent Principal Protection Notes Linked to 
the Performance of the Dow Jones Global Titans Index

April 26, 2004.
    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 March 15, 2004, 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. 
On April 23, 2004, Amex filed an amendment to the proposal.\3\ The 
proposal was amended again on April 23, 2004.\4\ The Commission is 
publishing this notice to solicit comments on the proposed rule change, 
as amended, from interested persons and is approving the proposal on an 
accelerated basis.
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    \1\ 15 U.S.C. 78s(b)(l).
    \2\ 17 CFR 240. 19b-4.
    \3\ See letter from Eric Van Allen, Assistant General Counsel, 
Amex, to Florence E. Harmon, Senior Special Counsel, Division of 
Market Regulation (``Division''), Commission, dated April 23, 2004 
(``Amendment No. 1''). In Amendment No. 1, Amex filed a 19b-4 that 
replaced and superseded the original filing in its entirety.
    \4\ See letter from Eric Van Allen, Assistant General Counsel, 
Amex, to Florence E. Harmon, Senior Special Counsel, Division, 
Commission, dated April 23, 2004 (``Amendment No. 2''). In Amendment 
No. 2, Amex added a discussion regarding the methodology used by Dow 
Jones for selecting stocks for the Dow Jones Global Titans Index.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to list and trade principal protected notes, 
linked to the performance of the Dow Jones Global Titans 50 Index 
(``Global Titans 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, as 
amended. 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 the 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    Under section 107A of the Amex Company Guide (``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.\5\ The Amex proposes 
to list for trading under section 107A of the Company Guide notes 
linked to the performance of the Global Titans Index that provide for 
principal protection (``Principal Protected Notes'' or ``Notes'').\6\ 
Citigroup will issue the Notes under the name ``Principal Protected 
Equity Linked Notes.'' The Global Titans Index is determined, 
calculated and maintained solely by Dow Jones.\7\ The Notes will 
provide for a participation in the positive performance of the Global 
Titans Index during their term while also reducing the risk exposure to 
the principal investment amount.
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    \5\ See Securities Exchange Act Release No. 27753 (March 1, 
1990), 55 FR 8626 (March 8, 1990) (order approving File No. SR-Amex-
89-29).
    \6\ Citigroup Global Markets Holdings, Inc. (``Citigroup'') and 
Dow Jones & Co. (``Dow Jones'') have entered into a non-exclusive 
license agreement providing for the use of the Global Titans Index 
by Citigroup and certain affiliates and subsidiaries in connection 
with certain securities including these Notes. Dow Jones is not 
responsible and will not participate in the issuance and creation of 
the Notes.
    \7\ The Global Titans Index is a price-weighted index that 
consists of fifty (50) common stocks. The Index seeks to provide an 
effective representation of the world's largest global companies. 
The companies included in the Index are selected for their market 
capitalization, assets, book value, sales/revenue and net profits. 
On an annual basis, Dow Jones selects the world's largest stocks by 
market capitalization to create the Global Titans universe of 
potential companies. After determining this list, Dow Jones then 
uses a model, described below, to create the Index based on the 
factors noted above. The Index was launched on August 11, 1999 with 
a value of 250.96.
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    The Principal Protected Notes will conform to the initial listing 
guidelines under section 107A \8\ and continued

[[Page 24201]]

listing guidelines under sections 1001-1003\9\ of the Company Guide. 
The Notes are senior non-convertible debt securities of Citigroup. The 
Notes will have a term of no more than ten (10) years. Citigroup 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 $10 per Unit.
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    \8\ The initial listing standards for the Notes require: (1) A 
minimum public distribution of one million units; (2) a minimum of 
400 shareholders; (3) market value of at least $4 million; and (4) a 
term of at least one year. 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 that 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.
    \9\ 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 principal amount of 
bonds publicly held is less than $400,000.
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    The Notes will bear interest at a rate of up to one percent per 
annum, which will be paid in cash semi-annually. At maturity, a Holder 
will receive, for each $10 principal amount of Notes held, a payment 
equal to the sum of $10 and an interest distribution amount. The 
interest distribution amount will be based on the monthly returns of 
the Global Titans Index, with each such monthly return subject to a 
periodic appreciation cap. Specifically, the interest distribution 
amount will be calculated based on the monthly return of the Dow Jones 
Global Titans 50 Index during the term of the Notes and will not be 
less than zero. If the index return (defined below) is less than or 
equal to an interest received percentage,\10\ the interest distribution 
amount will equal zero. If the index return is greater than the 
interest received percentage, the interest distribution amount will 
equal the product of:
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    \10\ The interest received percentage will equal the sum of the 
interest payable on the Notes over their term, expressed as a 
percentage of the principal amount of the Notes.

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$10 * (Index Return - Index Received Percentage)

    The index return will equal the compounded value of the periodic 
capped return for each reset period,\11\ computed in the following 
manner:
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    \11\ The reset period will be the period between any two 
consecutive reset dates. Reset dates will occur each month on a 
predetermined day.

[Product of (1.00 + the periodic capped return) for each reset period] 
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- 1.00

    The periodic capped return for any reset period (including the 
reset period ending at maturity) will equal the following fraction:
[GRAPHIC] [TIFF OMITTED] TN03MY04.086

provided that the periodic capped return for any reset period will not 
in any circumstances be greater than a predetermined percentage.
    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 Global Titans Index. The Notes are designed 
for investors who want an interest payment that participates or gains 
exposure to the world's largest corporations while limiting their 
investment risk and who are willing to forego market interest payments 
on the Notes during such term. The Commission has previously approved 
the listing of the streetTRACKS Dow Jones Global Titans Index Fund at 
the Exchange.\12\ In addition, options are listed and traded on the 
Global Titans Index Fund.
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    \12\ See Securities Exchange Act Release No. 43338 (September 
25, 2000), 65 FR 59235 (October 4, 2000) (approving the listing and 
trading of the streetTRACKS Dow Jones Global Titans Index Fund).
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    The Global Titans Index is composed of 50 common stocks, which are 
chosen by Dow Jones. The stock must, in their opinion of Dow Jones, 
meet all four of the following criteria to qualify as a candidate for 
the Index: (1) It must be a well established company with a solid 
financial situation and a broad client base; (2) it must be well known 
to global investors for either its long history of success or its 
widely used products or services; (3) it must be a market leader in its 
industry with either a dominant position or a competitive advantage; 
and (4) it must be among the largest of blue-chip companies in the 
global arena. In constructing the Global Titans Index, a multi-factor 
methodology is adopted.\13\ First, the 3,000 stocks of the Dow Jones 
Global Indexes are used as the Initial Pool with a view towards 
ensuring that all candidates are investable, liquid and representative 
of the global markets. Market capitalization is then used as the first 
screen to create the Final Pool by selecting the top 100 companies. Dow 
Jones' rationale for this step is that market value is a universal 
measurement across industries and also that its use is most appropriate 
for an index built for investment purposes. Every company in the final 
pool of 100 must derive some revenue from outside its home country. 
This screen is instituted to ensure that all stocks in the Index are 
truly global companies. The next step in Index construction is to 
combine the Final Pool components' market capitalization rankings with 
their rankings according to four other indicators of size and 
leadership. These four indicators, two from the balance sheet and two 
from the income statement, are assets, book value, sales/revenue, and 
net profit. The combined rankings of these four fundamental factors 
determine the fundamental rank of each company. The fundamental rank 
and the market capitalization rank are used equally as the basis for 
selecting the Index components.
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    \13\ Information relating to the Global Titans Index methodology 
is based on materials prepared by Dow Jones.
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    The Index methodology described in the preceding paragraph is 
subject to an annual review. A three-month window--March through June--
is used for stock evaluation. The steps described above are repeated to 
build the Final Pool and to calculate the final rankings with respect 
to the four fundamental measures and weighted average market value. Any 
non-components that fall into the top 25 of the new final rankings are 
added to the Index, automatically replacing the lowest ranked 
components. A 20% buffer zone is applied, meaning that any component 
stocks ranked higher than 20% above the Index's target number of stocks 
are retained, while those ranked lower than 20% above the target number 
are replaced by the top ranked non-component stocks.
    For purposes of calculation of the Index value, securities for 
which the primary market is outside of the U.S. are valued based on the 
last sale price on the primary market. During periods when the primary 
market is closed, these securities are valued based on the last sale 
price of the corresponding American Depositary Receipts (``ADR''), if 
any.
    The Fund will invest in foreign securities, including non-U.S. 
dollar-denominated securities traded outside of the United States and 
dollar-denominated securities of foreign issuers traded in the United 
States. Foreign securities also include investments such as ADRs which 
are U.S. dollar-denominated receipts representing shares of foreign-
based corporations. ADRs are issued by U.S. banks or trust companies, 
and entitle the holder to all dividends and capital

[[Page 24202]]

gains that are paid out on the underlying foreign shares.
    As of March 1, 2004, the Index included 29 U.S. companies, 16 
Western European companies 4 Swiss Companies and 1 Japanese company, 
representing approximately 67%, 25%, 6% and 2% of the Index weight, 
respectively (See Exhibit A for a list of the component stocks of the 
Index). Twenty-five (25) Index components, representing approximately 
55% of the Index weight, are listed on the New York Stock Exchange 
(``NYSE'') and four (4) Index components representing approximately 12% 
of the Index weight are traded on Nasdaq. Of the 21 non-U.S. companies 
in the Index, 15 companies or approximately 26% of the Index weight 
have ADRs listed and traded on the NYSE while three (3) companies or 
approximately 4% of the Index weight have ADR's traded OTC. Two (2) 
companies or approximately 2% of the Index weight are dual listed on 
the NYSE while one (1) company or approximately 2% of the Index weight 
is traded OTC (See Exhibit A). As of March 1, 2004, the average size of 
a component company included in the Index was $125.2 billion, with the 
largest and smallest amounting to $329.3 billion and $45.6 billion, 
respectively.
    Because the Notes are issued in $10 denominations, the Amex's 
existing equity 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.\14\ Second, the Notes will be subject to the equity margin rules 
of the Exchange.\15\ 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 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, Citigroup will deliver a prospectus in 
connection with the initial sales of the Notes.
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    \14\ 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.
    \15\ See Amex Rule 462 and section 107B of the Company Guide.
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    The Exchange represents that its surveillance procedures are 
adequate to properly monitor the trading of the Notes. Specifically, 
the Amex 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, as amended, is 
consistent with section 6 of the Act \16\ in general and furthers the 
objectives of section 6(b)(5) \17\ 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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    \16\ 15 U.S.C. 78f.
    \17\ 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, as 
amended, will result in 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 receive any written comments on the proposed 
rule change, as amended.

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. Comments may be submitted by any of 
the following methods:

    Electronic comments:

     Use the Commission's Internet comment form 
(http://www.sec.gov/rules/sro.shtml); or
     Send an e-mail to [email protected]. Please 
include SR-Amex-2004-19 on the subject line.

    Paper comments:

     Send paper comments in triplicate to Jonathan G. 
Katz, Secretary, Securities and Exchange Commission, 450 Fifth Street, 
NW., Washington, DC 20549-0609.

All submissions should refer to SR-Amex-2004-19. This file number 
should be included on the subject line if e-mail is used. To help the 
Commission process and review your comments more efficiently, please 
use only one method. The Commission will post all comments on the 
Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). 
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 Section, 450 Fifth Street, NW., 
Washington, DC 20549. Copies of such filing also will be available for 
inspection and copying at the principal office of the Amex. All 
comments received will be posted without change; the Commission does 
not edit personal identifying information from submissions. You should 
submit only information that you wish to make available publicly. All 
submissions should refer to SR-Amex-2004-19 and should be submitted on 
or before May 24, 2004.

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

    After careful consideration, the Commission finds that the proposed 
rule change, as amended, 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.\18\ The Commission finds that this proposal 
is similar to several approved instruments currently listed and traded 
on the Amex.\19\ Accordingly, the Commission finds that the listing and 
trading of the Notes based on the Global Titans Index is consistent 
with the Act

[[Page 24203]]

and will promote just and equitable principles of trade, foster 
cooperation and coordination with persons engaged in regulating, 
clearing, 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.\20\
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    \18\ 15 U.S.C. 78f(b)(5).
    \19\ See, e.g., Securities Exchange Act Release Nos. 48152 (July 
10, 2003), 68 FR 42435 (July 17, 2003) (approving the listing and 
trading of a UBS Partial Protection Note linked to the S&P 500); and 
48486 (September 11, 2003), 68 FR 54758 (September 18, 2003) 
(approving the listing and trading of CSFB Contingent Principal 
Protection Notes).
    \20\ In approving the proposed rule, 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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    As described more fully above, at maturity, the holder of the Note 
will receive 100% of the principal investment amount. The interest 
distribution amount that the holder receives, however, will depend on 
the monthly returns of the Global Titans Index, with each such monthly 
return subject of a periodic appreciation cap. While the interest 
distribution amount will not be less than zero, the investor may not 
receive any interest if the index return is less than or equal to an 
interest received percentage.
    The Amex requests that the Commission approve the proposal, on an 
accelerated basis to accommodate the timetable of listing the Notes. 
The Commission notes that it has previously approved the listing of 
options on, and securities the performance of which have been linked to 
or based on, the streetTRACKS Dow Jones Global Titans Index Fund.\21\ 
The Commission has also previously approved the listing of securities 
with a structure substantially the same as that of the Notes.\22\
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    \21\ See supra note 12.
    \22\ See supra note 19.
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    The Commission notes that the Notes are principal protected 
instruments. The Notes are debt instruments, the price of which will be 
derived from and based upon the value of the Global Titans Index. The 
Notes have a minimum principal amount that will be repaid at maturity. 
The interest distribution amount is derivatively based on the monthly 
returns of the Global Titans Index. Because the final rate of interest 
return of the Notes is derivatively priced, based on the performance of 
the 50 common stocks underlying the Global Titans Index, there are 
several issues regarding the trading of this type of product. However, 
for the reasons discussed below, the Commission believes that the 
Amex's proposal adequately addresses the concerns raised by this type 
of product.
    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.
    Moreover, the Commission notes that the Exchange will distribute a 
circular to its membership calling attention to the specific risks 
associated with the Notes. The Commission also notes that Citigroup 
will deliver a prospectus in connection with the initial sales of the 
Notes. In addition, the Commission notes that Amex will incorporate and 
rely upon its existing surveillance procedures governing equities, 
which have been deemed adequate under the Act.
    In approving the product, the Commission recognizes that the Global 
Titan Index is a price-weighted index comprised of 50 common stocks 
chosen by Dow Jones. In constructing the Global Titans Index, a multi-
factor methodology is adopted. First, the 3,000 stocks of the Dow Jones 
Global Indexes are used as the Initial Pool with a view towards 
ensuring that all candidates are investable, liquid and representative 
of the global markets. Market capitalization is then used as the first 
screen to create the Final Pool by selecting the top 100 companies. The 
next step in Index construction is to combine the Final Pool 
components' market capitalization rankings with their rankings 
according to four other indicators of size and leadership. The combined 
rankings of these four fundamental factors determine the fundamental 
rank of each company. The fundamental rank and the market 
capitalization rank are used equally as the basis for selecting the 
Index components. The Index methodology described above is subject to 
an annual review. As of March 1, 2004, the average size of a component 
company included in the Index was $125.2 billion, with the largest and 
smallest amounting to $329.3 billion and $45.6 billion, respectively.
    Given the compositions of the stocks underlying the Global Titans 
Index, the Commission believes that the listing and trading of the 
Notes that are linked to the Global Titans Index, should not unduly 
impact the market for the underlying securities comprising the Global 
Titans Index or raise manipulative concerns. As discussed more fully 
above, the underlying stocks comprising the Global Titans Index are 
well-capitalized, highly liquid stocks. Moreover, the majority of the 
issuers of the underlying securities comprising the Global Titans Index 
are subject to reporting requirements under the Act, and nearly all of 
the component stocks are either listed or traded on, or traded through 
the facilities of, U.S. securities markets. Only a small percentage of 
the components of the Global Titans Index trade on the Pink Sheets; 
however, it is determinative that these ADRs or the stock are Nestle, 
SA, Royal Bank of Scotland Group Plc,\23\ Roche Holding AG, and HBOS 
Plc. While last sale reporting is not available for these securities 
and they are not subject to the reporting requirements of the Act, the 
Commission notes that they only comprise 5.4% of the weight of the 
Index, have substantial financial information that is current and 
accessible, and have significant market capitalizations that range from 
$98.57 billion to $50.47 billion. Additionally, the Amex's surveillance 
procedures will serve to deter as well as detect any potential 
manipulation.
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    \23\ On April 26, 2004, Royal Bank of Scotland Group Plc filed 
Form 20-F to become registered under section 12 of the Act. 
Telephone conversation between Jeffrey P. Burns, Associate General 
Counsel, Amex, and Florence E. Harmon, Senior Special Counsel, 
Division, Commission, on April 26, 2004.
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    Furthermore, the Commission notes that the Notes are depending upon 
the individual credit of the issuer, Citigroup. To some extent this 
credit risk is minimized by the Exchange's listing standards in section 
107A of the Company Guide which provide the only issuers satisfying 
substantial asset and equity requirements may issue securities such as 
the Notes. In addition, the Exchange's ``Other Securities'' listing 
standards further require that the Notes have a market value of at 
least $4 million.\24\ In any event, financial information regarding 
Citigroup, in addition to the information on the 50 common stocks 
comprising the Global Titans Index, will be publicly available.\25\
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    \24\ See Company Guide section 107A.
    \25\ The SEC notes that the 50 component stocks that comprise 
the Global Titans 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 Citigroup, 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,\26\ the Commission believes that

[[Page 24204]]

this concern is minimal given the size of the Notes issuance in 
relation to the net worth of Citigroup.
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    \26\ See, e.g., Securities Exchange Act Release Nos. 44913 
(October 9, 2001), 66 FR 52469 (October 15, 2001) (order approving 
the listing and trading of notes whose return is based on the 
performance of the Nasdaq-100 Index) (File No. SR-NASD-2001-73); 
44483 (June 27, 2001), 66 FR 35677 (July 6, 2001) (order approving 
the listing and trading of notes whose return is based on a 
portfolio of 20 securities selected from the Amex Institutional 
Index) (File No. SR-Amex-2001-40); and 37744 (September 27, 1996), 
61 FR 52480 (October 7, 1996) (order approving the listing and 
trading of notes whose return is based on a weighted portfolio of 
healthcare/biotechnology industry securities) (File No. SR-Amex-96-
27).
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    Finally, the Commission notes that the value of the Global Titans 
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 Global Titans Index at least once every 
fifteen seconds throughout the trading day is important and will 
provide benefits to investors in the product.
    The Commission finds good cause for approving the proposed rule 
change, as amended, prior to the thirtieth day after the date of 
publication of notice of filing thereof in the Federal Register. 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. In 
addition, the Commission notes that it has previously approved the 
listing and trading of similar Notes and other hybrid securities based 
on the Index.\27\ Accordingly, the Commission believes that there is 
good cause, consistent with Sections 6(b)(5) and 19(b)(2) of the 
Act,\28\ to approve the proposal, on an accelerated basis.
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    \27\ See supra note 18.
    \28\ 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,\29\ that the proposed rule change, as amended, (SR-Amex-2004-19) 
is hereby approved on an accelerated basis.
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    \29\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\30\
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    \30\ 17 CFR.200.30-3(a)(12).
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Jill M. Peterson,
Assistant Secretary.
[FR Doc. 04-9977 Filed 4-30-04; 8:45 am]
BILLING CODE 8010-01-P