[Federal Register Volume 70, Number 53 (Monday, March 21, 2005)]
[Notices]
[Pages 13555-13557]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E5-1204]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-51367; File No. SR-Amex-2005-027]


Self-Regulatory Organizations; Notice of Filing of Proposed Rule 
Change by the American Stock Exchange LLC Relating to the Use of 
Certain Consolidated Tape Association Financial Status Indicator Fields 
and Related Disclosure Obligations

March 14, 2005.
    Pursuant to section 19(b)(1) of the Securities Exchange Act of 
1934,\1\ notice is hereby given that on February 25, 2005, the American 
Stock Exchange LLC (``Amex'' or ``Exchange'') filed with the Securities 
and Exchange Commission (``Commission'' or ``SEC'') the proposed rule 
change as described in items I, II, and III 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.
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    \1\ 15 U.S.C. 78s(b)(1).
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Amex proposes to utilize certain financial status indicator 
fields in the Consolidated Tape Association's (``CTA'') Consolidated 
Tape System (``CTS'') and the Consolidated Quotation System (``CQS'') 
Low Speed and High Speed Tapes to identify Amex listed companies that: 
(i) Are noncompliant with continued listing standards and/or (ii) are 
delinquent with respect to a required federal securities law periodic 
filing. The Amex also proposes to post a list of issuers subject to 
each indicator on its Web site. In addition, an indicator will be 
disseminated over the High Speed Tape with respect to an issuer that 
has filed or announced intent to file for reorganization relief under 
the bankruptcy laws (or an equivalent foreign law). Finally, the Amex 
proposes to amend sections 401 and 1009 of the Amex Company Guide to 
explicitly clarify that issuance of a press release is required when a 
listed company is notified that it is noncompliant with the applicable 
continued listing standards. The text of the proposed rule change is 
available on Amex's Web site (http://www.amex.com), the Amex's Office 
of the Secretary, and at the Commission's Public Reference Room.

[[Page 13556]]

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 Exchange 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. The Exchange 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
    To provide greater transparency and disclosure to the investing 
community, the Amex is proposing to utilize certain of the financial 
status indicator fields in CTS and CQS \2\ to identify listed companies 
that (i) are noncompliant with continued listing standards and/or (ii) 
are delinquent with respect to a required federal securities law 
periodic filing. Once applicable, the indicator(s) will be disseminated 
as part of CTS and CQS messages to the High Speed Tape and CTS messages 
to the Low Speed Tape whenever an impacted issuer's trading symbol is 
transmitted with a quotation or trade. In addition, an indicator will 
be disseminated over the High Speed Tape with respect to a listed 
company that has filed or announced intent to file for reorganization 
relief under the bankruptcy laws (or an equivalent foreign law).
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    \2\ CTS and CQS, which are operated by the CTA, collect last-
sale prices and current bid/ask quotations, respectively, with 
associated volumes for all exchange-listed equities. All trades and 
quotations in Amex-listed equities, regardless of the market center 
on which such equities are traded or quoted, are reported to CTS and 
CQS and disseminated on Tape B (also known as Network B).
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    It is anticipated that the Amex will begin utilizing the indicators 
during the second quarter of 2005. On the Low Speed Tape, the indicator 
``.BC'' will be used to denote an issuer that is noncompliant and the 
indicator ``.LF'' will be used to denote an issuer that did not file a 
required periodic filing (e.g., Form 10-K, Form 10-Q or equivalent) on 
a timely basis (including any applicable extension period).\3\ 
Numerical notations corresponding to each indicator will be 
disseminated over the High Speed Tape. The applicable indicator(s) will 
be disseminated five days after a triggering event.\4\ Impacted issuers 
will receive prior notification from Amex Listing Qualifications staff 
by telephone and in writing regarding dissemination of the indicator(s) 
with the issuer's trading symbol. The Amex will also post a list of 
issuers subject to each indicator on its website. It is anticipated 
that the Web site posting will begin by the end of the first quarter of 
2005, prior to implementation of the CTA indicators. Dissemination of 
the particular indicators will cease under the following circumstances:
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    \3\ Filing of Form 12b-25 in accordance with Rule 12b-25 under 
the Act provides a 15-day extension for the filing of a Form 10-K 
and a five-day extension for the filing of a Form 10-Q. 17 CFR 
240.12b-25.
    \4\ In the case of the ``.BC'' indicator, the triggering event 
would be receipt of written notice from the staff of the Amex 
Listing Qualifications Department advising that the issuer is below 
the applicable continued listing standards.
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     ``.BC'' indicator--when and if the issuer regains 
compliance with the applicable continued listing standards;
     ``.LF'' indicator--when and if all requisite filings are 
made; and
     Bankruptcy indicator--when and if the issuer emerges from 
bankruptcy.
    The Amex is also proposing to amend Sections 401 and 1009 of the 
Amex Company Guide to make explicit that issuance of a press release is 
required when a company receives staff notification that it is 
noncompliant. In this regard, listed companies are now required to file 
a Form 8-K pursuant to Item 3.01 when notified of noncompliance by the 
Amex and section 402 of the Company Guide provides that issuance of a 
press release is required with respect to any event requiring the 
filing of a Form 8-K. However, to ensure that there is no confusion on 
the part of listed companies, the Amex believes that it is appropriate 
to amend sections 401 and 1009 to explicitly clarify that listed 
companies are required to issue a press release, as well as file a Form 
8-K, upon notice of noncompliance.
    Neither the indicators nor the Company Guide revisions will replace 
or otherwise alter existing Amex or SEC requirements regarding required 
Form 8-K filings or disclosure obligations. An Amex issuer that is not 
in compliance with the applicable continued listing standards but 
receives an extension to continue its listing in conformance with an 
Exchange approved business plan is required to issue a press release in 
this regard, pursuant to section 1009(e) of the Company Guide. In 
addition, an issuer that receives a staff delisting notice is required 
to issue a press release pursuant to sections 401(g) and 1202(b) of the 
Company Guide. Moreover, the Amex will also continue to halt trading as 
appropriate in any issuer's securities if it appears that the issuer is 
unable to make or has not made adequate disclosure as mandated by Amex 
rules and the federal securities laws.\5\
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    \5\ See section 1002 and 1003 of the Company Guide and Article 
II, section 3 of the Amex Constitution.
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2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with section 6 of the Act \6\ in general and furthers the objectives of 
section 6(b)(5) \7\ 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, to 
remove impediments to and perfect the mechanism of a free and open 
market and a national market system, to protect investors and the 
public interest and is not designed to permit unfair discrimination 
between customers, issuers, brokers, or dealers.
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    \6\ 15 U.S.C. 78f.
    \7\ 15 U.S.C. 78f(b)(5).
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B. Self-Regulatory Organization's Statement on Burden on Competition

    The proposed rule change will impose no 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

    No written comments were solicited or received by the Exchange on 
this proposal.

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

    Within 35 days of the date of publication of this notice in the 
Federal Register or within such longer period (i) as the Commission may 
designate up to 90 days of such date if it finds such longer period to 
be appropriate and publishes its reasons for so finding or (ii) as to 
which the Exchange consents, the Commission will:
    (A) By order approve such proposed rule change; or
    (B) Institute proceedings to determine whether the proposed rule 
change should be disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing,

[[Page 13557]]

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-2005-027 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-2005-027. 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. Copies of the 
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 
File Number SR-Amex-2005-027 and should be submitted on or before April 
11, 2005.

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\8\
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    \8\ 17 CFR 200.30-3(a)(12).
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Margaret H. McFarland,
Deputy Secretary.
[FR Doc. E5-1204 Filed 3-18-05; 8:45 am]
BILLING CODE 8010-01-P