[Federal Register Volume 70, Number 94 (Tuesday, May 17, 2005)]
[Notices]
[Pages 28325-28326]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E5-2444]



[[Page 28325]]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-51681; File No. SR-Amex-2005-28]


Self-Regulatory Organizations; American Stock Exchange, LLC; 
Notice of Filing of Proposed Rule Change and Amendment Nos. 1, 2, and 3 
Thereto To Amend Section 1101 of the Amex Company Guide To Make 
Clarifying and Simplifying Changes Relating To Filing and Notice 
Requirements Applicable to Amex Listed Issuers

May 11, 2005.
    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 February 28, 2005, 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, II, and III below, which Items have been prepared by the Amex. 
On March 18, 2005, the Amex filed Amendment No. 1 to the proposed rule 
change.\3\ On April 20, 2005, the Amex filed Amendment No. 2 to the 
proposed rule change.\4\ On May 6, 2005, the Amex filed Amendment No. 3 
to the proposed rule change.\5\ The Commission is publishing this 
notice to solicit comments on the proposed rule change, as amended, 
from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Form 19b-4, dated March 18, 2005, which replaced and 
superseded the original filing in its entirety (``Amendment No. 
1''). Amendment No. 1 made technical and clarifying changes to the 
proposed rule change.
    \4\ See Form 19b-4, dated April 20, 2005, which replaced and 
superseded Amendment No. 1 in its entirety (``Amendment No. 2''). 
Amendment No. 2 made technical and clarifying changes to the 
proposed rule change.
    \5\ See Form 19b-4, dated May 6, 2005, which replaced and 
superseded Amendment No. 2 in its entirety (``Amendment No. 3''). 
Amendment No. 3 made technical and clarifying changes to the 
proposed rule change. See note 7, infra.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Amex proposes to revise Section 1101 of the Amex Company Guide 
(``Company Guide'') in order to make clarifying and simplifying changes 
relating to filing and notice requirements to the Exchange that are 
applicable to Amex listed issuers. The Amex is also proposing 
conforming changes to Section 134 (Filing Requirements) and Section 
1003 (Application of Policies) of the Company Guide.\6\
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    \6\ See Amendment No. 3.
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    The text of the proposed rule change, as amended, is available on 
the Amex's Web site (http://www.amex.com), at the Amex's Office of the 
Secretary, and at the Commission's Public Reference Room.

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 IV 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 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    Section 1101 of the Company Guide sets forth the general and 
specific SEC filing and notice requirements applicable to Amex listed 
issuers, including, but not limited to, the frequency and the format of 
such filings. Section 1101 also provides a summary guide to the SEC 
filing requirements, as well as certain reports and notices that listed 
companies must file with the Exchange, including the date of such 
filings, the number of copies to be filed with the Exchange, and the 
relevant Company Guide sections that correspond with each such filing. 
These Amex requirements also are separately set forth in the applicable 
Company Guide sections. However, the summary guide contained in Section 
1101, which has been in effect for many years, does not contain a 
complete itemization of all applicable Amex notice and filing 
requirements. The Amex believes that this can be confusing to Amex 
listed issuers. In addition, as a result of recent changes to SEC 
report designations and filing requirements, the summary guide requires 
several updating revisions.
    In order to ensure that Section 1101 remains accurate without the 
need for continuous revisions necessitated by changes in SEC and/or 
Amex requirements, the Amex proposes that the operative language be 
revised and simplified to provide that listed issuers are required to 
comply with all applicable SEC filing requirements, as well as all Amex 
requirements, with respect to timely notice and submissions.\7\ As 
noted above, these Amex requirements are set forth separately in other 
provisions of the Company Guide. The proposed revisions to Section 1101 
set forth generally these Amex notice and submission requirements, but 
the detailed summary guide is proposed to be eliminated. Instead, Amex 
proposes to post a comparable guide itemizing these requirements on its 
Web site (http://www.amex.com) as a service to Amex listed issuers and 
proposes to update it as necessary.
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    \7\ The Commission Notes that Section 1003, concerning 
compliance with Exchange requirements, has also been amended to 
clarify that listed companies must meet all SEC requirements, as 
well as Exchange requirements, and can be removed from listing for 
failure to comply.
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    Section 1101 currently requires that Amex issuers submit reports 
with various numbers of duplicates to the Exchange. The quantity of 
duplicates ranges from zero (0) to five (5). For simplifying purposes, 
and to be consistent with The National Association of Securities 
Dealers Automated Quotation Stock Market's requirements,\8\ the Amex is 
proposing to require its issuers to file three (3) copies of all 
reports that are required to be filed with the Exchange.
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    \8\ See NASD Rule 4310(c)(14).
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    Section 1101 of the Company Guide currently requires Amex issuers 
to file three (3) copies of their annual reports to shareholders with 
the Exchange in hardcopy. The Amex proposes to amend this requirement 
so that electronic submission of annual reports through the SEC's 
Electronic Data Gathering Analysis and Retrieval (``EDGAR'') system 
satisfies the Exchange's filing requirement. Reports that are filed via 
EDGAR are readily accessible to the Exchange; therefore, it is not 
necessary for companies that file through EDGAR to also submit 
hardcopies to the Amex.
    The Amex is proposing to remove the requirement that issuers file 
with the Exchange proposed amendments to and certified copies of the 
Certificate of Incorporation, By-laws, or other similar organization 
documents because these corporate documents are required to be filed on 
Form 8-K or other SEC forms. Therefore, these documents no longer need 
to be filed in hardcopy with the Exchange if they have been submitted 
through EDGAR. Filing requirements pertaining to the material sent to 
or released to the press would be required to be submitted to the 
Exchange pursuant to the proposed new rule text.

[[Page 28326]]

    To the extent that the Amex updates its Web site, it would be to 
reflect changes to the SEC's requirements and Amex rules. The Amex 
notes that any changes to Amex rules would continue to be filed with 
the Commission prior to implementing any change and that, subsequent to 
approval, the Web site would be updated to reflect those changes. The 
Amex represents that the information on the Web site would be readily 
accessible to issuers and would reflect the current rules and 
regulations.
    The Amex is also proposing conforming changes to Section 134 
(Filing Requirements) and Section 1003 (Application of Policies) of the 
Company Guide.\9\
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    \9\ See Amendment No. 3.
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2. Statutory Basis
    The Exchange believes that the proposed rule change, as amended, is 
consistent with Section 6(b) of the Act,\10\ in general, and furthers 
the objectives of Section 6(b)(1) of the Act,\11\ in particular, in 
that it is designed to enforce compliance by Exchange members and 
persons associated with its members with the rules of the Exchange.
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    \10\ 15 U.S.C. 78f(b).
    \11\ 15 U.S.C. 78f(b)(1).
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B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange believes that 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, including whether the proposed rule 
change, as amended, 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-2005-28 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-2005-28. 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 File Number SR-
Amex-2005-28 and should be submitted on or before June 7, 2005.

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\12\
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    \12\ 17 CFR 200.30-3(a)(12).
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Jill M. Peterson,
Assistant Secretary.
[FR Doc. E5-2444 Filed 5-16-05; 8:45 am]
BILLING CODE 8010-01-P