[Federal Register Volume 69, Number 170 (Thursday, September 2, 2004)]
[Notices]
[Pages 53750-53751]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E4-2017]



[[Page 53750]]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-50270; File No. SR-Amex-2004-70]


Self-Regulatory Organizations; Notice of Filing and Immediate 
Effectiveness of Proposed Rule Change by the American Stock Exchange 
LLC Relating to an Amendment to the Amex Company Guide To Provide the 
Amex Board of Governors With Discretion To Defer, Waive or Rebate 
Listing Fees

August 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 August 19, 2004, 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 and 
II below, which items have been prepared by Amex. Pursuant to section 
19(b)(3)(A)(iii) of the Act \3\ and Rule 19b-4(f)(6) thereunder,\4\ 
Amex has designated this proposal as non-controversial, which renders 
the proposed rule change effective immediately upon filing. 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.
    \3\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \4\ 17 CFR 240.19b-4(f)(6).
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to amend Sections 140, 141, 142 and 146 of 
the Amex Company Guide (``Company Guide'') to provide that the Board of 
Governors or its designee may, in its discretion, defer, waive or 
rebate all or any part of the listing fees applicable to stocks, bonds 
and warrants.
    The text of the proposed rule change is available at the Amex and 
at the Commission.

II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, 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 IV below. 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
    The Exchange is proposing to amend Sections 140, 141, 142 and 146 
of the Company Guide to provide that the Amex Board of Governors or its 
designee may, in its discretion, defer, waive or rebate all or any part 
of the listing fees applicable to stocks, bonds and warrants. The 
Nasdaq Stock Market (``Nasdaq'') has authority to waive or reduce 
listing fees, and periodically offers fee waivers in order to induce 
issuers to list on Nasdaq.\5\ In order to enable the Amex to respond to 
specific competitive situations, the Exchange believes that it is 
appropriate to provide authority to defer, waive or rebate all or any 
part of the listing fees applicable to the listed securities of 
operating companies (i.e., stocks, bonds, warrants, rights, etc.). Such 
authority could only be exercised by the Amex Board of Governors or its 
designee.\6\ The Exchange asserts that it is contemplated that fee 
reductions would be granted only infrequently when necessary, as noted 
above, to respond to a specific competitive situations, and will not 
impact the Exchange's resource commitment to regulatory oversight of 
the listing or other regulatory programs.\7\
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    \5\ See, e.g., NASD Rules 4510(a)(5), 4510(b)(4), 4510(c)(2), 
4510(d)(3), 4520(a)(3), 4520(b)(4) and 4520(c)(3), as well as IM-
4500-1, IM-4500-2 and IM-4500-3.
    \6\ At its July 21, 2004, meeting, the Amex Board of Governors 
delegated authority to a staff committee, as its designee, to 
determine whether to grant fee reductions. The committee is 
comprised of management representatives from the Office of the 
Chairman and the Equities, Finance and Listing Qualifications 
Departments. In addition, an attorney from the Office of the General 
Counsel will provide legal counsel to the committee.
    \7\ Amex believes that if it determines to defer, waive or 
rebate listing fees in a comprehensive and/or recurring manner that 
would constitute a stated policy, practice or interpretation of an 
existing rule, the Amex will file an additional rule change, 
pursuant to Commission Rule 19b-4(f)(1), with respect to such 
policy, practice or interpretation.
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2. Statutory Basis
    Amex believes that the proposed rule change is consistent with 
section 6(b) of the Act \8\ in general and furthers the objectives of 
section 6(b)(5) of the Act \9\ in particular in that it is designed to 
promote just and equitable principles of trade and to remove 
impediments to and perfect the mechanisms of a free and open market. In 
addition, Amex believes that the proposed rule change is consistent 
with section 6(b)(4) of the Act \10\ in that it will promote the 
equitable allocation of reasonable dues, fees, and other charges among 
its members and issuers and other persons using its facilities.
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    \8\ 15 U.S.C. 78f(b).
    \9\ 15 U.S.C. 78f(b)(5).
    \10\ 15 U.S.C 78f(b)(4).
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B. Self-Regulatory Organization's Statement on Burden on Competition
    Amex does not believe that the proposed rule change will result in 
any burden on competition that is 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

    Amex neither solicited nor received written comments with respect 
to the proposed rule change.

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

    The Exchange asserts that the foregoing proposed rule change has 
become effective upon filing pursuant to section 19(b)(3)(A) of the Act 
\11\ and Rule 19b-4(f)(6) \12\ thereunder because it does not:
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    \11\ 15 U.S.C. 78s(b)(3)(A).
    \12\ 17 CFR 240.19b-4(f)(6).
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    (i) Significantly affect the protection of investors or the public 
interest;
    (ii) Impose any significant burden on competition; and
    (iii) Become operative for 30 days from 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 
self-regulatory organization has given the Commission written notice of 
its intent to file the proposed rule change at least five business days 
prior to the filing date of the proposed rule change.\13\
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    \13\ As required under Rule 19b-4(f)(6)(iii), Amex provided the 
Commission with written notice of its intent to file the proposed 
rule change at least five business days prior to the filing date.
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    The Amex has requested that the Commission waive the 30-day pre-
operative period, which would make the rule change operative 
immediately. The Exchange believes that immediate effectiveness of the 
proposed rule change is appropriate in that it is substantially similar 
to existing Nasdaq rules, raises no new regulatory issues, and is 
concerned solely with a matter that is not likely to engender adverse 
comments or require the degree of

[[Page 53751]]

review attendant with more controversial filings.
    The Commission believes that it is consistent with the protection 
of investors and the public interest to waive the 30-day pre-operative 
period in this case and designate the proposed rule change as operative 
on August 19, 2004, the date it was submitted to the Commission.\14\ 
The Commission notes that the proposed rule change is similar to 
existing rules of Nasdaq \15\ and, therefore, does not raise any new 
regulatory concerns.
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    \14\ For the 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).
    \15\ See supra note 5.
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    At any time within 60 days of the filing of the 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.

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. 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 
File Number SR-Amex-2004-70 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 File Number SR-Amex-2004-70. 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 Room, 450 Fifth 
Street, NW., Washington, DC 20549. Copies of such filing also will be 
available for inspection and copying at the principal office of 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 File Number SR-Amex-2004-70 
and should be submitted on or before September 23, 2004.
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    \16\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\16\
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. E4-2017 Filed 9-1-04; 8:45 am]
BILLING CODE 8010-01-P