[Federal Register Volume 69, Number 187 (Tuesday, September 28, 2004)]
[Notices]
[Pages 58001-58005]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E4-2402]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-50414; File No. SR-Amex-2004-68]


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 Contingent 
Principal Protection Notes Linked to the Performance of the Standard 
and Poor's 500 Index

September 20, 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 16, 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 the Exchange. The 
Commission is publishing this notice to solicit comments on the 
proposed rule change from interested persons and to grant accelerated 
approval of the proposal rule change.
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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 under section 107A of the 
Amex Company Guide (``Company Guide'') notes linked to the performance 
of the Standard and Poor's 500 Index (``S&P 500'' or ``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

[[Page 58002]]

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 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 linked to the performance of 
the Index that provide for contingent principal protection 
(``Contingent Principal Protected Notes'' or ``Notes'').\4\ The 
Exchange represents that the Index value will be disseminated at least 
once every fifteen seconds throughout the trading day. The Index is 
determined, calculated, and maintained solely by S&P.\5\ The Notes will 
provide for an uncapped participation in the positive performance of 
the Index during their term while also reducing the risk exposure to 
the principal investment amount, as long as the Index does not at any 
time decline to a pre-established level to be determined at the time of 
issuance (``Contingent Level''). This Contingent Level will be a pre-
determined percentage decline from the level of the Index at the close 
of the market on the date the Notes are prices for initial sale to the 
public (``Initial Level''). The Issuer expects that the Contingent 
Level will be approximately 60 percent of the initial value of the 
Index.
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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\ Lehman Brothers Holdings Inc. (``Lehman'') 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 Lehman and certain affiliates and subsidiaries in 
connection with certain securities including these Notes. S&P is not 
responsible and will not participate in the issuance and creation of 
the Notes.
    \5\ Amex represents that the 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 Stock Market, Inc. (``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 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.
    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.
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    The Contingent Principal Protection Notes will initially conform to 
the listing guidelines under section 107A \6\ and continued listing 
guidelines under sections 1001-1003 \7\ of the Company Guide. The Notes 
are senior non-convertible debt securities of Lehman. The Notes will 
have a term of at least one (1) but no more than ten (10) years. Lehman 
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 $1,000 per Unit with a required minimum initial 
investment of $10,000. The Notes will entitle the owner at maturity to 
receive at least 100% of the principal investment amount as long as the 
Index never experiences a Contingent Event. In this case, the holder of 
the Notes would receive the full principal investment amount of the 
Note plus the product of $1,000, the percentage change of the Index 
during the term and the participation rate (expected to be between 105-
115 percent). Accordingly, even if the Index declines substantially but 
never reaches the Contingent Level, the holder will receive the 
principal investment amount of the Notes at maturity. However, if the 
Index declines at any time during the term of the Notes, to a level 
expected to be 60% of the Initial Level (the exact percentage amount 
will be specified in the prospectus supplement), this is a Contingent 
Event and the holder's principal will be reduced accordingly at 
maturity. Thus, if the Notes experience a Contingent Event during the 
term, the holder loses the ``principal protection'' and will be 
entitled to receive a payment based on the percentage change of the 
Index, positive or negative. In this case, the Notes will not have a 
minimum principal investment 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. Accordingly, if the Index 
experiences a negative return and a Contingent Event, the Notes would 
be fully exposed to any decline in the level of the Index.\8\ The Notes 
are also not callable by the Issuer.
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    \6\ Pursuant to section 107A of the Company Guide, the initial 
listing standards for the Notes require: (1) A market value of at 
least $4 million; and (2) a term of at least one year. Because the 
Notes will be issued in $1,000 denominations, the minimum public 
distribution requirement of one million units and the minimum holder 
requirement of 400 holders do not apply. 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.
    \7\ 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 or the issuer is not able 
to meet its obligations on the Notes.
    \8\ A negative return of the Index, together with a Contingent 
Event, 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 payment that a holder or investor of a Note will be entitled to 
receive at the stated maturity date \9\ (``Redemption Amount'') will 
depend on the relation of the level of the Index at the close of the 
market on the third business day (``Valuation Date'') before maturity 
of the Notes (``Final Level'') and the

[[Page 58003]]

closing level of the Index on the date the Notes are priced for initial 
sale to the public Initial Level. In addition, whether the Notes retain 
``principal protection'' or are fully exposed to the performance of the 
Index is determined by whether the Index ever experiences a Contingent 
Event during the term of the Notes.
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    \9\ The Commission notes that the expected maturity date of the 
Note agrees to be September 2009. See prospectus supplement dated 
September, 2004.
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    If the percentage change of the Index is positive, the Redemption 
Amount per Unit will equal:
[GRAPHIC] [TIFF OMITTED] TP28SE04.000

    If the percentage change of the Index is zero or negative and the 
Index never experience a Contingent Event, the redemption amount per 
unit will equal the principal investment amount of $1000.
    If the Index experiences a Contingent Event, the Redemption Amount 
per Unit will equal:
[GRAPHIC] [TIFF OMITTED] TP28SE04.001

    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 Index. The Notes are designed for investors 
who want to participate or gain exposure to the Index, while partially 
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 securities and options, the 
performance of which have been linked to or are based on the Index.\10\
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    \10\ See e.g., Securities Exchange Act Release Nos. 19907 (June 
24, 1983), 48 FR 30814 (July 5, 1983) (approving the listing and 
trading of options on the S&P 500 Index); 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); 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); 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's'')); 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); 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); 48152 
(July 10, 2003), 68 FR 42435 (July 17, 2003) (approving the listing 
and trading of UBS Partial Protection Notes linked to the S&P 500); 
48486 (September 11, 2003), 68 FR 54758 (September 18, 2003) 
(approving the listing and trading of CSFB Contingent Principal 
Protection Notes linked to the S&P 500); and 50019 (July 14, 2004), 
69 FR 43635 (July 21, 2004) (approving the listing and trading of 
Morgan Stanley PLUS Notes linked to the S&P 500).
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    As of August 11, 2004, the market capitalization of the securities 
included in the S&P 500 ranged from a high of approximately $339.9 
billion to a low of approximately $464.7 million. The average daily 
trading volume for these same securities for the last six (6) months 
ranged from a high of approximately 25.9 million shares to a low of 
approximately 117,071 shares.
    Because the Notes are issued in $1,000 denominations, the Amex's 
existing debt 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.\11\ Second, even though the Exchange's debt trading rules apply, 
the Notes will be subject to the equity margin rules of the 
Exchange.\12\ 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, Lehman will deliver a prospectus in 
connection with the initial sales of the Notes.
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    \11\ 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.
    \12\ 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(b) of the Act \13\ in general, and furthers the 
objectives of section 6(b)(5),\14\ in particular, in that it is 
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 of a free and open market and, in general, 
to protect investors and the public interest.
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    \13\ 15 U.S.C. 78f(b).
    \14\ 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 has not solicited and 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:

[[Page 58004]]

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-2004-68 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-2004-68. 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-2004-68 and should be submitted on 
or before October 19, 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 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.\15\ The Commission believes that the proposal is similar to 
several approved instruments currently listed and traded on the 
Amex.\16\ 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.\17\
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    \15\ 15 U.S.C. 78f(b)(5).
    \16\ See 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); 
48486 (September 11, 2003), 68 FR 54758 (September 18, 2003) 
(approving the listing and trading of CSFB Contingent Principal 
Protection Notes); 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); 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); and 50019 (July 14, 2004), 69 FR 43635 
(July 21, 2004) (approving the listing and trading of Morgan Stanley 
PLUS Notes).
    \17\ 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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    As described more fully above, at maturity, the holder of the Note 
will receive at least 100% of the principal investment amount as long 
as the Final Level of the Index exceeds the Initial Level of the Index 
and the Index never experiences a Contingent Event. Specifically, at 
maturity, the holder would receive a full principal investment amount 
of the Notes plus the percentage change of the Index at the maturity 
date. Also, if the Index declines substantially but never reaches the 
Contingent Level, the holder will receive the principal investment 
amount of the Notes at maturity. However, if the Index declines at any 
time during the term of the Notes, to a level expected to be 60% of the 
Initial Level (the exact percentage amount will be specified in the 
prospectus), this is a Contingent Event and the holder's principal will 
be reduced accordingly at maturity. 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 a minimum payment amount.
    The Commission notes that the Notes are non-convertible debt 
securities whose price will be derived and based upon the Initial 
Level. In addition, if the level of the Index experiences a Contingent 
Event during the term, the holder of the Notes will lose the principal 
protection and will be entitled to receive a payment on the Notes based 
on the percentage change of the Index. Thus, 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. 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, but the Note holder's 
principal is permanently reduced if there is a Contingent Event at any 
time during the term of the Note. 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 minimum payment amount, 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.
    In approving the product, the Commission recognizes that the Index 
is a capitalization-weighted index 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 11, 2004, the market capitalization of the securities 
included in the S&P 500 ranged from a high of approximately $339.9 
billion to a low of approximately $464.7 million. The average daily 
trading volume for these same securities for the last six (6) months 
ranged from a high of approximately 25.9 million shares to a low of 
approximately 117,071 shares.
    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.\18\ 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

[[Page 58005]]

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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    \18\ The issuer Lehman 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 
Lehman'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, Lehman. To some extent this credit 
risk is minimized by the Exchange's listing standards in Section 107A 
of the Company Guide, which provide that 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.\19\ In any event, financial information regarding 
Lehman in addition to the information on the 500 common stocks 
comprising the Index will be publicly available.\20\
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    \19\ See Company Guide Section 107A.
    \20\ 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 Lehman, 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,\21\ the Commission believes that this concern is 
minimal given the size of the Notes issuance in relation to the net 
worth of Lehman.
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    \21\ 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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    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 thirtieth 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.\22\ 
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,\23\ to approve the proposal on an accelerated basis.
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    \22\ See supra note 16.
    \23\ 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,\24\ that the proposed rule change (SR-Amex-2004-68) is hereby 
approved on an accelerated basis.
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    \24\ 15 U.S.C. 78s(b)(2).

    For the Commission by the Division of Market Regulation, 
pursuant to delegated authority.\25\
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    \25\ 17 CFR 200.30-3(a)(12).
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Margaret H. McFarland,
Deputy Secretary.
[FR Doc. E4-2402 Filed 9-27-04; 8:45 am]
BILLING CODE 8010-01-P