[Federal Register Volume 70, Number 123 (Tuesday, June 28, 2005)]
[Notices]
[Pages 37138-37139]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E5-3347]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-51898; File No. SR-Amex-2005-28]


Self-Regulatory Organizations; American Stock Exchange LLC; Order 
Granting Approval to Proposed Rule Change and Amendment Nos. 1, 2, and 
3 Thereto To Amend Sections 1101, 134, and 1003 of the Amex Company 
Guide To Make Clarifying and Simplifying Changes Relating To Filing and 
Notice Requirements With the Exchange Applicable to Amex Listed Issuers

June 21, 2005.

I. Introduction

    On February 28, 2005, the American Stock Exchange LLC (``Amex'' or 
``Exchange'') filed with the Securities and Exchange Commission 
(``Commission''), pursuant to Section 19(b)(1) of the Securities 
Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4 thereunder,\2\ a 
proposed rule change to amend Section 1101 of the Amex Company Guide 
relating to filing and notice requirements to the Exchange applicable 
to Amex listed issuers, as well as corresponding changes to Sections 
134 and 1003 of the Company Guide. 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 proposed rule change, as amended, was published for comment in the 
Federal Register on May 17, 2005.\6\ The Commission received no 
comments on the proposal, as amended. This order approves the proposed 
rule change, as amended.
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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superseded the original filing in its entirety (``Amendment No. 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'').
    \4\ See Form 19b-4, dated April 20, 2005, which replaced and 
superseded Amendment No. 1 in its entirety (``Amendment No. 2'').
    \5\ See Form 19b-4, dated May 6, 2005, which replaced and 
superseded Amendment No. 2 in its entirety (``Amendment No. 3'').
    \6\ See Securities Exchange Act Release No. 51681 (May 11, 
2005), 70 FR 28925 (May 17, 2005) (SR-Amex-2005-28).
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II. Description of the Proposal

    The Amex proposes to amend Section 1101 of the Company Guide to 
eliminate the summary guide that details when certain notices, reports, 
and filings required by the Commission must be submitted by listed 
issuers to the Amex. Instead of the detailed summary guide, the 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. The Amex also proposes to revise 
certain filing requirements with respect to the number of copies of 
reports or documents that Amex listed issuers are required to file with 
the Exchange. Under the changes, an issuer who submits reports through 
the Commission's Electronic Data Gathering Analysis and Retrieval 
(``EDGAR'') system, whether required or permitted, would not have to 
file hard copies separately with the Exchange.\7\ In addition, the Amex 
proposes to revise operative language in Section 1003 (Application of 
Policies) of the Company Guide to provide that listed issuers are 
required to comply with all applicable Commission requirements, as well 
as all Amex requirements, with respect to timely notice and 
submissions. The Amex is also proposing conforming changes to Section 
134 (Filing Requirements) of the Company Guide.
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    \7\ For example, under these changes, the electronic submission 
of annual reports, proposed amendments to and certified copies of 
the Certificate of Incorporation, By-laws, or other similar 
organization documents through the EDGAR system satisfies the filing 
requirement to the Exchange.
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III. Discussion

    The Commission finds that the proposed rule change, as amended, is 
consistent with the requirements of the Act and the rules and 
regulations thereunder applicable to a national securities exchange \8\ 
and, in particular, the requirements of Section 6 of the Act \9\ and 
the rules and regulations thereunder. Specifically, the Commission 
finds the proposal, as described above, to be consistent with Section 
6(b)(5) of the Act,\10\ in that they are designed to foster cooperation 
and coordination with persons engaged in regulating, clearing, 
settling, processing information with respect to, and facilitating 
transactions in securities, and, in general, to protect investors and 
the public interest, and are not designed to permit unfair 
discrimination between issuers.
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    \8\ In approving this proposed rule change, as amended, the 
Commission has considered the proposed rule's impact on efficiency, 
competition, and capital formation. 15 U.S.C. 78c(f).
    \9\ 15 U.S.C. 78f.
    \10\ 15 U.S.C. 78f(b)(5).
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    The Commission notes that the changes should help to make filing 
material with the Exchange more efficient and avoid providing documents 
to the Exchange that are already publicly available on EDGAR. The 
changes being approved also clarify that listed companies must meet all 
SEC requirements, as well as Exchange requirements, and can be removed 
from listing for failure to comply with such requirements.
    With regard to Amex's proposal to replace the summary guide with a 
comparable guide on its Web site, the Commission notes that any changes 
to Amex rules must continue to be filed with the Commission prior to 
implementing any change.\11\ The Amex has stated, and the Commission 
expects, that, subsequent to such approval, the Web site would be 
updated to reflect those changes.
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    \11\ The Commission notes that such changes to Amex rules would 
have to be submitted in accordance with Section 19(b) of the Act.
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    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\12\ that the proposed rule change (SR-Amex-2005-28), as amended, 
be, and it hereby is, approved.
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    \12\ 15 U.S.C. 78s(b)(2).


[[Page 37139]]


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    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\13\
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    \13\ 17 CFR 200.30-3(a)(12).
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Jill M. Peterson,
Assistant Secretary.
[FR Doc. E5-3347 Filed 6-27-05; 8:45 am]
BILLING CODE 8010-01-P