[Federal Register Volume 69, Number 170 (Thursday, September 2, 2004)]
[Notices]
[Pages 53751-53755]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E4-2039]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-50278; File No. SR-Amex-2004-64]


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

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 4, 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. 
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)(l).
    \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 proposes to list and trade notes, the performance of 
which is linked to the Standard and Poor's 500 Index (``S&P 500'' or 
``Index'').
    The text of the proposed rule change is available at the Office of 
the Secretary, 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, 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 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.\3\ The Amex proposes 
to list for trading under Section 107A of the Company Guide notes 
issued by Citigroup, linked to the performance of the S&P 500 (the 
``S&P 500 Notes'' or ``Notes'').\4\ The S&P 500 is determined, 
calculated and maintained solely by S&P.\5\ At maturity

[[Page 53752]]

the Notes will provide for a multiplier of any positive performance of 
the S&P 500 during such term subject to a maximum payment amount or 
ceiling to be determined at the time of issuance (the ``Capped 
Value''). The Capped Value is expected to be $11.65 per Note.\6\
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    \3\ See Securities Exchange Act Release No. 27753 (March 1, 
1990), 55 FR 8626 (March 8, 1990) (order approving File No. SR-Amex-
89-29).
    \4\ Citigroup Global Markets Holdings, Inc. (``Citigroup'') and 
Standard & Poor's, a division of The McGraw-Hill Companies, Inc. 
(``S&P'') have entered into a non-exclusive license agreement 
providing for the use of the S&P 500 by Citigroup and certain 
affiliates and subsidiaries in connection with certain securities 
including these Notes. S&P is not responsible for and will not 
participate in the issuance and creation of the Notes.
    \5\ The S&P 500 Index 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. 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. The Index Value is disseminated once every fifteen 
seconds through numerous data providers. Telephone conference 
between Jeffrey Burns, Associate General Counsel, Amex, and Florence 
Harmon, Senior Special Counsel, Division of Market Regulation 
(``Division''), Commission on August 26, 2004 (pertaining to 
dissemination of Index Value).
    On March 1, 2004 S&P announced that it intends to shift its 
major indexes, such as the S&P 500, to a ``float-adjusted'' market 
capitalization index. In the ``float adjusted'' market 
capitalization index, the value of the index will be calculated by 
multiplying the public float of each component by the price per 
share of the component. The result is then divided by the divisor. 
Accordingly, a ``float-adjusted'' market capitalization index will 
exclude those blocks of stocks that do not publicly trade from 
determining the weight for a stock in the index. The transition from 
a market capitalization weighted index to a ``float-adjusted'' 
capitalization weighted index will be implemented over an 18 month 
period. In September 2004, S&P will publish procedures and float 
adjustment factors, and begin calculation of provisional float 
adjusted indexes. At that time, S&P will start calculating a 
provisional index alongside the regular index, although there will 
still be only one official set of index values. In March 2005, the 
non-provisional index values will then shift to partial float 
adjustment, using float adjustment factors that represent half of 
the total adjustment, based on the information published in 
September 2004. In September 2005, the shift to float adjustment 
will be completed so that official index values will be fully float-
adjusted, and the provisional indexes will be discontinued.
    \6\ See prospectus supplement, dated August 23, 2004.
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    The S&P 500 Notes will conform to the initial listing guidelines 
under Section 107A \7\ and continued listing guidelines under Sections 
1001-1003 \8\ of the Company Guide. The Notes are senior non-
convertible debt securities of Citigroup. The Notes will have a term of 
at least one (1) but no more than ten (10) years.\9\ 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 and the size of the initial issuance will be 
$3,400,000. The Notes will entitle the owner at maturity to receive an 
amount based upon the percentage change of the S&P 500. The Notes will 
not have a minimum principal amount that will be repaid, and 
accordingly, payment on the Notes prior to or at maturity may be less 
than the original issue price of the Notes.\10\ The Notes are also not 
callable by the issuer, Citigroup, or redeemable by the holder.
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    \7\ The initial listing standards for the Notes require: (1) A 
minimum public distribution of one million units; (2) a minimum of 
400 shareholders; (3) a 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 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.
    \8\ 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.
    \9\ The term of the Notes is expected to be 1\1/2\ years and 
will be disclosed in the prospectus supplement dated August 23, 
2004.
    \10\ A negative return of the S&P 500 will reduce the redemption 
amount at maturity with the potential that the holder of the Note 
could lose his entire investment amount.
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    The cash payment that a holder or investor of a Note will be 
entitled to receive (the ``Redemption Amount'') will depend on the 
relation of the level of the S&P 500 at the close of the market on a 
single business day (the ``Valuation Date'') shortly prior to maturity 
of the Notes (the ``Final Level'') and the closing value of the Index 
on the date the Notes are priced for initial sale to the public (the 
``Initial Level''). The Final Level will be set three days prior to the 
maturity date of February 28, 2006.\11\ If there is a ``market 
disruption event'' \12\ when determining the Final Level of the Index, 
the Final Level maybe deferred up to two (2) business days if deemed 
appropriate by the calculation agent.
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    \11\ Telephone conference between Jeffrey Burns, Associate 
General Counsel, Amex, and Florence Harmon, Senior Special Counsel, 
Division of Market Regulation (``Division''), Commission on August 
26, 2004 (pertaining to dissemination of Index Value).
    \12\ A ``market disruption event'' is defined as (i) the 
occurrence of a suspension, absence or material limitation of 
trading of 20% or more of the component stocks of the Index on the 
primary market for more than two hours of trading or during the one-
half hour period preceding the close of the principal trading 
session on such primary market; (ii) a breakdown or failure in the 
price and trade reporting systems of any primary market as a result 
of which the reported trading prices for 20% or more of the 
component stocks of the Index during the last one-half hour 
preceding the close of the principal trading session on such primary 
market are materially inaccurate; and (iii) the suspension, material 
limitation or absence of trading on any major securities market for 
trading in options contracts, future contracts or any options on 
such futures contracts related to the Index for more than two hours 
of trading or during the one-half hour period preceding the close of 
the principal trading session on such market, and (iv) a 
determination by Citigroup that any event described in clauses (i)-
(iii) above materially interfered with the ability of Citigroup or 
any of its affiliates to unwind or adjust all or a material portion 
of the hedge position with respect to the Notes.
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    If the percentage change of the Index is positive (i.e., the Final 
Level is greater than the Initial Level), the Redemption Amount per 
Unit will equal:
[GRAPHIC] [TIFF OMITTED] TN02SE04.016

    If the ending value of the S&P 500 exceeds its starting value, the 
Participation Rate is 300% of the percent increase in the Final Level 
of the S&P 500, which will be subject to the Capped Value of 5.5% of 
the appreciation of the S&P 500 or $1.65. Therefore, at maturity, the 
payment cannot exceed $11.65 per Note.
    If the percentage change of the Index is zero or negative (i.e., 
the Final Level is less than or equal to the Initial Level), the 
Redemption Amount per Unit will equal:
[GRAPHIC] [TIFF OMITTED] TN02SE04.017

    Thus, if the Final Level of the S&P 500 is less than the Initial 
Level, an investor would receive less than his initial $10 per share 
investment. However, the Notes are not leveraged in the downside; the 
return would be directly proportional to the decline in the S&P 500.
    The Notes are cash-settled in U.S. dollars and do not give the 
holder any

[[Page 53753]]

right to receive a portfolio security, dividend payments or any other 
ownership right or interest in the portfolio or index of securities 
comprising the S&P 500. The Notes are designed for investors who want 
to participate in or gain enhanced upside exposure to the S&P 500, 
subject to the Capped Value, and who are willing to forego principal 
protection and market interest payments on the Notes during such term. 
The Commission has previously approved the listing of securities and 
related options linked to the performance of the S&P 500 Index.\13\
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    \13\ See Securities Exchange Act Release Nos. 50019 (July 14, 
2004), 69 FR 43635 (July 21, 2004) (approving the listing and 
trading of Morgan Stanley PLUS Notes); 48486 (September 11, 2003), 
68 FR 54758 (September 18, 2003) (approving the listing and trading 
of CSFB Contingent Principal Protection Notes on the S&P 500); 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); 
47983 (June 4, 2003), 68 FR 35032 (June 11, 2003) (approving the 
listing and trading of a CSFB Accelerated Return Notes linked to S&P 
500); 47911 (May 22, 2003), 68 FR 32558 (May 30, 2003) (approving 
the listing and trading of notes (Wachovia TEES) linked to the S&P 
500); 31591 (December 18, 1992), 57 FR 60253 (December 18, 1992) 
(approving the listing and trading of Portfolio Depositary Receipts 
based on the S&P 500 Index); 30394 (February 21, 1992), 57 FR 7409 
(March 2, 1992) (approving the listing and trading of a unit 
investment trust linked to the S&P 500 Index) (SPDR); 27382 (October 
26, 1989), 54 FR 45834 (October 31, 1989) (approving the listing and 
trading of Exchange Stock Portfolios based on the value of the S&P 
500 Index); and 19907 (June 24, 1983), 48 FR 30814 (July 5, 1983) 
(approving the listing and trading of options on the S&P 500 Index).
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    As of August 2, 2004, the market capitalization of the securities 
included in the S&P 500 ranged from a high of $347.9 billion to a low 
of $613.9 million. The average daily trading volume for these same 
securities for the last six (6) months ranged from a high of 26.020 
million shares to a low of 119,000 shares. The Index value will be 
disseminated at least once every fifteen (15) seconds throughout the 
trading day.
    The Exchange notes that S&P has announced a change to its 
methodology so that Index weightings are based on the ``public float'' 
of a component stocks and not those shares of stock that are not 
publicly traded.\14\
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    \14\ See supra note 5. S&P Press Release dated March 1, 2004 
available at http://www.standardandpoors.com.
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    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.\15\ Second, the Notes will be subject to the equity margin rules 
of the Exchange.\16\ 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 initial sales of the Notes.
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    \15\ 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.
    \16\ 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 is consistent 
with Section 6 of the Act \17\ in general and furthers the objectives 
of Section 6(b)(5) \18\ in particular in that it is designed to prevent 
fraudulent and manipulative acts and practices, to promote just and 
equitable principles of trade, remove impediments to and perfect the 
mechanism of a free and open market and a national market system, and, 
in general, protect investors and the public interest.
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    \17\ 15 U.S.C. 78f(b).
    \18\ 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 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. 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-2004-64 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-
2004-64. 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 Commissions 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-2004-64 and 
should be submitted on or before September 23, 2004.

[[Page 53754]]

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.\19\ The Commission has approved the listing of securities 
with a structure similar to that of the Notes.\20\ 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, settling, processing information with 
respect to, and facilitating transactions securities, and, in general, 
protect investors and the public interest consistent with Section 
6(b)(5) of the Act.\21\
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    \19\ 15 U.S.C. 78f(b)(5).
    \20\ See supra note 11.
    \21\ 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. 15 U.S.C. 78c(f).
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    The Notes will provide investors who are willing to forego market 
interest payments during the term of the Notes with a means to 
participate or gain exposure to the Index, subject to the Capped Value. 
The Notes are non-convertible debt securities whose price will be 
derived and based upon the Initial Level. The Commission notes that the 
Notes will not have a minimum principal investment amount that will be 
repaid, and payment on the Notes prior to or at maturity may be less 
than the original issue price of the Notes. At maturity, if the Final 
Value of the S&P 500 is greater than the Initial Value, the performance 
of the Note is leveraged on the ``upside.'' In other words, the 
investor will receive, for each $10 principal amount, a payment equal 
to $10 plus 300% of the percent increase in the value of the S&P 500, 
subject to the Capped Value of approximately $1.65 or 5.5% of the issue 
price. However, if the S&P 500 declines from the Initial Value, then 
the investors will receive proportionately less than the original issue 
price of the Notes. The return on the notes, however, is not leveraged 
on the downside.
    Thus, the Notes are non-principal protected instruments, but are 
not leveraged on the downside. 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 level 
of return of the Notes is derivatively priced and based upon the 
performance of an index of securities; because the Notes are debt 
instruments that do not guarantee a return of principal; and because 
investors' potential return is limited by the Capped Value, 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.
    The Commission notes that the protections of Amex Rule 107A were 
designed to address the concerns attendant on the trading of hybrid 
securities like the Notes. In particular, by imposing the hybrid 
listing standards, suitability, disclosure and compliance requirements 
noted above, the Commission believes that Amex has addressed adequately 
the potential problems that could arise from the hybrid nature of the 
Notes. The Commission notes that Amex 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 Index 
is a capitalization-weighted index \22\ of 500 companies listed on 
Nasdaq, the NYSE, and the Amex. The Exchange represents that the Index 
will be determined, calculated, and maintained by S&P. As of August 2, 
2004, the market capitalization of the securities included in the S&P 
500 ranged from a high of $347.9 billion to a low of $613.9 million. 
The average daily trading volume for these same securities for the last 
six (6) months ranged from a high of 26.020 million shares to a low of 
119,000 shares.
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    \22\ See supra note 5.
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    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.\23\ 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. Additionally, the Amex's surveillance procedures 
will serve to deter as well as detect any potential manipulation.
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    \23\ The issuer Citigroup disclosed in the prospectus that the 
original issue price of the notes includes commissions (and the 
secondary market prices are likely to exclude commissions) and 
Citigroup's costs of hedging its obligations under the notes. These 
costs could increase the initial value of the Notes, thus affecting 
the payment investors receive at maturity. The commission expects 
such hedging activity to be conducted in accordance with applicable 
regulatory requirements.
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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 500 common stocks 
comprising the Index will be publicly available.\25\
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    \24\ See Company Guide Section 107A.
    \25\ 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 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 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 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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[[Page 53755]]

    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 30th 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.\27\ 
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. Therefore, the 
Commission finds good cause, consistent with Section 19(b)(2) of the 
Act,\28\ to approve the proposal on an accelerated basis.
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    \27\ See Securities Exchange Act Release Nos. 50019 (July 14, 
2004), 69 FR 43635 (July 21, 2004) (approving the listing and 
trading of Morgan Stanley PLUS Notes); 48486 (September 11, 2003), 
68 FR 54758 (September 18, 2003) (approving the listing and trading 
of CSFB Contingent Principal Protection Notes on the S&P 500); 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); 
47983 (June 4, 2003), 68 FR 35032 (June 11, 2003) (approving the 
listing and trading of a CSFB Accelerated Return Notes linked to S&P 
500); 47911 (May 22, 2003), 68 FR 32558 (May 30, 2003) (approving 
the listing and trading of notes (Wachovia TEES) linked to the S&P 
500).
    \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 (SR-Amex-2004-64) is hereby 
approved on an accelerated basis.
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    \29\ 15 U.S.C. 78o-3(b)(6) and 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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Margaret H. McFarland,
Deputy Secretary.
 [FR Doc. E4-2039 Filed 9-1-04; 8:45 am]
BILLING CODE 8010-01-P