[Federal Register Volume 71, Number 48 (Monday, March 13, 2006)]
[Notices]
[Pages 12738-12744]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E6-3490]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-53398; File No. SR-Amex-2005-107]


Self-Regulatory Organizations; American Stock Exchange, Inc.; 
Notice of Filing of Proposed Rule Change and Amendment Nos. 1 and 2 
Relating to Amending Exchange Delisting Rules To Conform to Recent 
Amendments to Commission Rules Regarding Removal From Listing and 
Withdrawal From Registration

March 2, 2006.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(the ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given 
that on October 24, 2005, the American Stock Exchange, Inc. (``Amex'' 
or ``Exchange'') filed with the Securities and Exchange Commission 
(``Commission'') the proposed rule change as described in Items I, II, 
and III below, which Items have been substantially prepared by the 
Exchange. Amex filed Amendment No. 1 to the proposal on October 27, 
2005.\3\ On February 1, 2006, Amex filed Amendment No. 2 to the 
proposal.\4\ 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\ Amendment No. 1 replaced the original proposed rule change 
in its entirety.
    \4\ In Amendment No. 2, Amex added footnotes to the Form 19b-5 
and Exhibit 1 that reference appropriate sections of the Amex 
Company Guide; made grammatical corrections to the proposed rule 
text regarding the final effective of the old Amex rules; and 
clarified the circumstances under which the Exchange is authorized 
to file a Form 25 for certain corporate actions.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to revise Amex Rule 18 and Sections 1010, 
1011, 1201, 1202, 1203, 1204, 1205 and 1206 of the Amex Company Guide 
with respect to delisting procedural requirements as mandated by recent 
amendments to Commission rules.
    The text of the proposed rule change is below. Proposed new 
language is in italics; proposed deletions are in [brackets].
* * * * *
American Stock Exchange Rules
* * * * *
Withdrawal From Listing
    Rule 18.
    Rule 18 in the following form is effective through April 23, 2006. 
It will be rescinded after that date and will be replaced as set forth 
below.
    Balance of rule--No change.
    Rule 18 in the following form will be effective on April 24, 2006.
    (a) An issuer may voluntarily apply to withdraw a class of 
securities from listing on the Exchange by filing an application with 
the Securities and Exchange Commission on Form 25, provided (i) the 
issuer complies with all applicable state laws in effect in the state 
in which it is incorporated, (ii) the issuer complies with applicable 
federal securities laws, including but not limited to Rule 12d2-2(c) 
under the Securities Exchange Act of 1934 and (iii) the issuer's board 
of directors (or comparable governing body) approves such action. The 
issuer must provide the Exchange with a certified copy of the requisite 
resolutions prior to filing the Form 25.
    (b) An issuer seeking to voluntarily apply to withdraw a class of 
securities from listing on the Exchange pursuant to paragraph (a) that 
has received notice from the Exchange, pursuant to Section 1009 or 
otherwise, that it is below the Exchange's continued listing policies 
and standards, or that is aware that it is below such continued listing 
policies and standards notwithstanding that it has not received such 
notice from the Exchange, must disclose that it is no longer eligible 
for continued listing (including the specific continued listing 
policies and standards that the issue is below) in: (i) Its statement 
of all material facts relating to the reasons for withdrawal from 
listing provided to the Exchange along with written notice of its 
determination to withdraw from listing required by Rule 12d2-
2(c)(2)(ii) under the Exchange Act and; (ii) its public press release 
and Web site notice required by Rule 12d2-2(c)(2)(iii) under the 
Exchange Act.
    (c) No application for delisting shall be filed with the Commission 
until the requirements of this rule and Sec.  1010 of the Exchange's 
Company Guide have been complied with.
    (d) The issuer must notify the Exchange that it has filed Form 25 
with the Securities and Exchange Commission contemporaneously with such 
filing.
* * * * *
American Stock Exchange Company Guide
* * * * *
Procedures for Delisting and Removal
    Section 1010.

[[Page 12739]]

    Section 1010 in the following form is effective through April 23, 
2006. It will be rescinded after that date and will be replaced as set 
forth below.
    Balance of rule--No change.
    Section 1010 in the following form will be effective on April 24, 
2006.
    (a) The action required to be taken by the Exchange to strike a 
class of securities from listing and registration following certain 
corporate actions (as specified in Rule 12d2-2(a) promulgated under the 
Securities Exchange Act), such as where the entire security class is 
matured, redeemed, retired or extinguished by operation of law is set 
forth in Rule 12d2-2(a) promulgated under the Securities Exchange Act.
    (b) Whenever the Exchange determines, in accordance with Section 
1009 or otherwise, that a class of securities should be removed from 
listing (or unlisted trading) for reasons other than the reasons 
specified in paragraph (a), it will follow the procedures contained in 
Part 12.
    (c) Whenever the Exchange staff is authorized to file an 
application with the Securities and Exchange Commission on Form 25 to 
strike a class of securities from listing and registration for reasons 
other than certain corporate actions (as specified in Rule 12d2-2(a) 
promulgated under the Securities Exchange Act), the following 
procedures are applicable:
    (i) The Exchange staff will file an application with the Securities 
and Exchange Commission on Form 25, with a statement attached that sets 
forth the specific grounds on which the delisting is based, in 
accordance with Sections 19(d) and 6(d) of the Exchange Act, and will 
promptly deliver a copy of such form and attached statement to the 
issuer of the class of securities which is subject to delisting and 
deregistration. The Form 25 will be filed at least ten days prior to 
the date the delisting is anticipated to be effective.
    (ii) The Exchange will provide public notice of its final 
determination to strike the class of securities from listing by issuing 
a press release and posting notice on the Exchange's Web site at least 
ten days prior to the date that the delisting is anticipated to be 
effective. The posting will remain on the Exchange's Web site until the 
delisting is effective.
    (iii) The issuer of the class of securities which is subject to 
delisting must comply with all applicable reporting and disclosure 
obligations including, but not limited to, obligations mandated by the 
Exchange, state laws in effect in the state in which the issuer is 
incorporated, and the federal securities laws.
    (d) An issuer may voluntarily withdraw its securities from listing 
and registration on the Exchange as permitted by and in accordance with 
Exchange Rule 18. For the convenience of listed issuers, the text of 
Rule 18 is reproduced below:
* * * * *

Withdrawal From Listing

    Rule 18. (a) An issuer may voluntarily apply to withdraw a class of 
securities from listing on the Exchange by filing an application with 
the Securities and Exchange Commission on Form 25, provided (i) the 
issuer complies with all applicable state laws in effect in the state 
in which it is incorporated, (ii) the issuer complies with applicable 
federal securities laws, including but not limited to Rule 12d2-2(c) 
under the Securities Exchange Act of 1934 and (iii) the issuer's board 
of directors (or comparable governing body) approves such action. The 
issuer must provide the Exchange with a certified copy of the requisite 
resolutions prior to filing the Form 25.
    (b) An issuer seeking to voluntarily apply to withdraw a class of 
securities from listing on the Exchange pursuant to paragraph (a) that 
has received notice from the Exchange, pursuant to Section 1009 or 
otherwise, that it is below the Exchange's continued listing policies 
and standards, or that is aware that it is below such continued listing 
policies and standards notwithstanding that it has not received such 
notice from the Exchange, must disclose that it is no longer eligible 
for continued listing (including the specific continued listing 
policies and standards that the issue is below) in: (i) Its statement 
of all material facts relating to the reasons for withdrawal from 
listing provided to the Exchange along with written notice of its 
determination to withdraw from listing required by Rule 12d2-
2(c)(2)(ii) under the Exchange Act and; (ii) its public press release 
and Web site notice required by Rule 12d2-2(c)(2)(iii) under the 
Exchange Act.
    (c) No application for delisting shall be filed with the Commission 
until the requirements of this rule and Sec.  1010 of the Exchange's 
Company Guide have been complied with.
    (d) The issuer must notify the Exchange that it has filed Form 25 
with the Securities and Exchange Commission contemporaneously with such 
filing.
* * * * *
    (e) As required by Rule 12d2-2 under the Securities Exchange Act of 
1934, upon receiving written notice from an issuer that such issuer has 
determined to withdraw a class of securities from listing on the 
Exchange pursuant to paragraph (d), the Exchange will provide notice on 
its Web site of the issuer's intent to delist its securities beginning 
on the business day following such notice, which will remain posted on 
the Exchange's Web site until the delisting on Form 25 is effective.
    * * * Commentary.
    .01 For the convenience of listed companies, the text of Rule 12d2-
2 under the Securities Exchange Act of 1934 (as adopted July 14, 2005) 
is reproduced below.
    Rule 12d2-2. Removal from Listing and Registration.
    Preliminary Note: The filing of the Form 25 (Sec.  249.25 of this 
chapter) by an issuer relates solely to the withdrawal of a class of 
securities from listing on a national securities exchange and/or from 
registration under section 12(b) of the Act (15 U.S.C. 78l(b)), and 
shall not affect its obligation to be registered under section 12(g) of 
the Act and/or reporting obligations under section 15(d) of the Act (15 
U.S.C. 78o(d)).
    Implementation. The rules of each national securities exchange must 
be designed to meet the requirements of this section and must be 
operative no later than April 24, 2006. Each national securities 
exchange must submit to the Commission a proposed rule change that 
complies with section 19(b) of the Act (15 U.S.C. 78s) and Rule 19b-4 
(17n CFR 240.19b-4) thereunder, and this section no later than October 
24, 2005.
    (a) A national securities exchange must file with the Commission an 
application on Form 25 (17 CFR 249.25) to strike a class of securities 
from listing on a national securities exchange and/or registration 
under section 12(b) of the Act within a reasonable time after the 
national securities exchange is reliably informed that any of the 
following conditions exist with respect to such a security:
    (1) The entire class of the security has been called for 
redemption, maturity or retirement; appropriate notice thereof has been 
given; funds sufficient for the payment of all such securities have 
been deposited with an agency authorized to make such payments; and 
such funds have been made available to security holders.
    (2) The entire class of the security has been redeemed or paid at 
maturity or retirement.
    (3) The instruments representing the securities comprising the 
entire class have come to evidence, by operation of law or otherwise, 
other securities in substitution therefor and represent no other right, 
except, if such be the fact, the right to receive an immediate cash

[[Page 12740]]

payment (the right of dissenters to receive the appraised or fair value 
of their holdings shall not prevent the application of this provision).
    (4) All rights pertaining to the entire class of the security have 
been extinguished; provided, however, that where such an event occurs 
as a result of an order of a court or other governmental authority, the 
order shall be final, all applicable appeal periods shall have expired, 
and no appeals shall be pending.
    (b)(1) In cases not provided for in paragraph (a) of this section, 
a national securities exchange may file an application on Form 25 to 
strike a class of securities from listing and/or withdraw the 
registration of such securities, in accordance with its rules, if the 
rules of such exchange, at a minimum, provide for:
    (i) Notice to the issuer of the exchange's decision to delist its 
securities;
    (ii) An opportunity for appeal to the national securities 
exchange's board of directors, or to a committee designated by the 
board; and
    (iii) Public notice of the national securities exchange's final 
determination to remove the security from listing and/or registration, 
by issuing a press release and posting notice on its Web site. Public 
notice under this paragraph shall be disseminated no fewer than 10 days 
before the delisting becomes effective pursuant to paragraph (d)(1) of 
this section, and must remain posted on its Web site until the 
delisting is effective.
    (2) A national securities exchange must promptly deliver a copy of 
the application on Form 25 to the issuer.
    (c)(1) The issuer of a class of securities listed on a national 
securities exchange and/or registered under section 12(b) of the Act 
may file an application on Form 25 to notify the Commission of its 
withdrawal of such securities from listing on such national securities 
exchange and its intention to withdraw the securities from registration 
under section 12(b) of the Act.
    (2) An issuer filing Form 25 under this paragraph must satisfy the 
requirements in paragraph (c)(2) of this section and represent on the 
Form 25 that such requirements have been met:
    (i) The issuer must comply with all applicable laws in effect in 
the state in which it is incorporated and with the national securities 
exchange's rules governing an issuer's voluntary withdrawal of a class 
of securities from listing and/or registration.
    (ii) No fewer than 10 days before the issuer files an application 
on Form 25 with the Commission, the issuer must provide written notice 
to the national securities exchange of its determination to withdraw 
the class of securities from listing and/or registration on such 
exchange. Such written notice must set forth a description of the 
security involved, together with a statement of all material facts 
relating to the reasons for withdrawal from listing and/or 
registration.
    (iii) Contemporaneous with providing written notice to the exchange 
of its intent to withdraw a class of securities from listing and/or 
registration, the issuer must publish notice of such intention, along 
with its reasons for such withdrawal, via a press release and, if it 
has a publicly accessible Web site, posting such notice on that Web 
site. Any notice provided on an issuer's Web site under this paragraph 
shall remain available until the delisting on Form 25 has become 
effective pursuant to paragraph (d)(1) of this section. If the issuer 
has not arranged for listing and/or registration on another national 
securities exchange or for quotation of its security in a quotation 
medium (as defined in Sec.  240.15c2-11), then the press release and 
posting on the Web site must contain this information.
    (3) A national securities exchange, that receives, pursuant to 
paragraph (c)(2)(ii) of this section, written notice from an issuer 
that such issuer has determined to withdraw a class of securities from 
listing and/or registration on such exchange, must provide notice on 
its Web site of the issuer's intent to delist and/or withdraw from 
registration its securities by the next business day. Such notice must 
remain posted on the exchange's Web site until the delisting on Form 25 
is effective pursuant to paragraph (d)(1) of this section.
    (d)(1) An application on Form 25 to strike a class of securities 
from listing on a national securities exchange will be effective 10 
days after Form 25 is filed with the Commission.
    (2) An application on Form 25 to withdraw the registration of a 
class of securities under section 12(b) of the Act will be effective 90 
days, or such shorter period as the Commission may determine, after 
filing with the Commission.
    (3) Notwithstanding paragraphs (d)(1) and (d)(2) of this section, 
the Commission may, by written notice to the exchange and issuer, 
postpone the effectiveness of an application to delist and/or to 
deregister to determine whether the application on Form 25 to strike 
the security from registration under section 12(b) of the Act has been 
made in accordance with the rules of the exchange, or what terms should 
be imposed by the Commission for the protection of investors.
    (4) Notwithstanding paragraph (d)(2) of this section, whenever the 
Commission commences a proceeding against an issuer under section 12 of 
the Act prior to the withdrawal of the registration of a class of 
securities, such security will remain registered under section 12(b) of 
the Act until the final decision of such proceeding or until the 
Commission otherwise determines to suspend the effective date of, or 
revoke, the registration of a class of securities.
    (5) An issuer's duty to file any reports under section 13(a) of the 
Act (15 U.S.C. 78m(a)) and the rules and regulations thereunder solely 
because of such security's registration under section 12(b) of the Act 
will be suspended upon the effective date for the delisting pursuant to 
paragraph (d)(1) of this section. If, following the effective date of 
delisting on Form 25, the Commission, an exchange, or an issuer delays 
the withdrawal of a security's registration under section 12(b) of the 
Act, an issuer shall, within 60 days of such delay, file any reports 
that would have been required under section 13(a) of the Act and the 
rules and regulations thereunder, had the Form 25 not been filed. The 
issuer also shall timely file any subsequent reports required under 
section 13(a) of the Act for the duration of the delay.
    (6) An issuer whose reporting responsibilities under section 13(a) 
of the Act are suspended for a class of securities under paragraph 
(d)(5) of this section is, nevertheless, required to file any reports 
that an issuer with such a class of securities registered under section 
12 of the Act would be required to file under section 13(a) of the Act 
if such class of securities:
    (i) Is registered under section 12(g) of the Act; or
    (ii) Would be registered, or would be required to be registered, 
under section 12(g) of the Act but for the exemption from registration 
under section 12(g) of the Act provided by section 12(g)(2)(A) of the 
Act.
    (7)(i) An issuer whose reporting responsibilities under section 
13(a) of the Act are suspended under paragraph (d)(5) of this section 
is, nevertheless, required to file any reports that would be required 
under section 15(d) of the Act but for the fact that the reporting 
obligations are:
    (A) Suspended for a class of securities under paragraph (d)(5) of 
this section; and
    (B) Suspended, terminated, or otherwise absent under section 12(g) 
of the Act.

[[Page 12741]]

    (ii) The reporting responsibilities of an issuer under section 
15(d) of the Act shall continue until the issuer is required to file 
reports under section 13(a) of the Act or the issuer's reporting 
responsibilities under section 15(d) of the Act are otherwise 
suspended.
    (8) In the event removal is being effected under paragraph (a)(3) 
of this section and the national securities exchange has admitted or 
intends to admit a successor security to trading under the temporary 
exemption provided for by Sec.  240.12a-5, the effective date of the 
Form 25, as set forth in paragraph (d)(1) of this section, shall not be 
earlier than the date the successor security is removed from its exempt 
status.
    (e) The following are exempt from section 12(d) of the Act and the 
provisions of this section:
    (1) Any standardized option, as defined in Sec.  240.9b-1, that is:
    (i) Issued by a clearing agency registered under section 17A of the 
Act (15 U.S.C. 78q-1); and
    (ii) Traded on a national securities exchange registered pursuant 
to section 6(a) of the Act (15 U.S.C. 78f(a)); and
    (2) Any security futures product that is:
    (i) Traded on a national securities exchange registered under 
section 6(a) of the Act or on a national securities association 
registered pursuant to section 15A(a) of the Act (15 U.S.C. 79o-3(a)); 
and
    (ii) Cleared by a clearing agency registered as a clearing agency 
pursuant to section 17A of the Act or is exempt from registration under 
section 17A(b)(7) of the Act.
Delisting Application by Company
    Sec. 1011.
    Section 1011 in the following form is effective through April 23, 
2006. It will be rescinded after that date.
    Balance of rule--No change.
* * * * *
Part 12--Procedures For Review of Amex Listing Determinations
Purpose and General Provisions
    Sec. 1201. (a)-(c) No change.
    Section 1201(d) in the following form is effective through April 
23, 2006. It will be rescinded after that date and will be replaced as 
set forth below.
    (d) no change.
    Section 1201(d) in the following form will be effective on April 
24, 2006.
    (d) At each level of a proceeding under Part 12, a Listing 
Qualifications Panel, the Committee on Securities, or the Amex Board, 
as part of its respective review, may consider any failure to meet any 
quantitative standard or qualitative consideration set forth in Part 1 
or Part 10, including failures previously not considered in the 
proceeding. The issuer will be afforded notice of such consideration 
and an opportunity to respond. The fact that an applicant may meet the 
Exchange's quantitative standards does not necessarily mean that its 
application for initial listing will be approved. Other factors which 
will also be considered include the nature of a company's business, the 
market for its products, the reputation of its management, its 
historical record and pattern of growth, its financial integrity, its 
demonstrated earning power and its future outlook. With respect to 
continued listing, although the Exchange has adopted certain standards 
under which it will normally give consideration to suspending dealings 
in, or removing, a security from listing or unlisted trading, these 
standards in no way limit or restrict the Exchange in applying its 
policies regarding continued listing, and the Exchange may at any time, 
in view of the circumstances of each case, suspend dealings in, or file 
an application with the Securities and Exchange Commission on Form 25 
to strike the class of securities from listing or unlisted trading when 
in its opinion such security is unsuitable for continued trading on the 
Exchange. Such action will be taken in accordance with Section 1010 
regardless of whether the issuer meets or fails to meet any or all of 
the continued listing standards.
Written Notice of Staff Determination
    Sec. 1202. (a) No change.
    Section 1202(b) in the following form is effective through April 
23, 2006. It will be rescinded after that date and will be replaced as 
set forth below.
    (b) no change.
    Section 1202(b) in the following form will be effective on April 
24, 2006.
    (b) An issuer that receives a Staff Determination to prohibit the 
continued listing of the issuer's securities under Section 1202(a) 
shall make a public announcement through the news media that it has 
received such notice, including the specific policies and standards 
upon which the determination was based. Prior to the release of the 
public announcement, the issuer shall provide such announcement to 
Amex's StockWatch and Listing Qualifications Departments.** The public 
announcement shall be made as promptly as possible, but not more than 
four business days following receipt of the Staff Determination.
    **Notification should be provided to Amex's StockWatch Department 
at (212) 306-8383 (telephone, (2212) 306-1488 (facsimile) and Listing 
Qualifications Department at (212) 306-1331 (telephone) and (212) 306-
5325 (facsimile).
Request for Hearing
    Sec. 1203. (a)-(c) No change.
    Section 1203(d) in the following form is effective through April 
23, 2006. It will be rescinded after that date and will be replaced as 
set forth below.
    (d) no change.
    Section 1203(d) in the following form will be effective on April 
24, 2006.
    (d) A request for a hearing will ordinarily stay a delisting action 
pursuant to a Staff Determination to prohibit the continued listing of 
an issuer's securities in accordance with Section 1204(d), but the 
Exchange staff may immediately suspend trading in any security or 
securities pending review should it determine that such immediate 
suspension is necessary or appropriate in the public interest, for the 
protection of investors, or to promote just and equitable principles of 
trade. If the issuer does not request a review and pay the requisite 
fee, within the time period specified in paragraph (a) of this Section, 
the Exchange shall suspend trading in the security or securities when 
such time period has elapsed and the Exchange staff shall file an 
application with the Securities and Exchange Commission on Form 25 to 
strike the class of securities from listing and registration in 
accordance with Section 12 of the Securities Exchange Act of 1934 and 
the rules promulgated thereunder and in accordance with Section 1010.
The Listing Qualifications Panel
    Sec. 1204. (a)-(c) No change.
    Section 1204(d) in the following form is effective through April 
23, 2006. It will be rescinded after that date and will be replaced as 
set forth below.
    (d) no change.
    Section 1204(d) in the following form will be effective on April 
24, 2006.
    (d) If the Panel Decision provides that the issuer's security or 
securities should be delisted, the Exchange will suspend trading in 
such securities as soon as practicable and initiate the delisting 
process in accordance with Section 1010.
Review by the Amex Committee on Securities
    Sec. 1205. (a)-(d) No change.
    Sections 1205(e)-(g) in the following form are effective through 
April 23, 2006. They will be rescinded after that date and will be 
replaced as set forth below.

[[Page 12742]]

    (e)-(g) no change.
    Sections 1205(e)-(g) in the following form will be effective on 
April 24, 2006.
    (e) The Committee on Securities will issue a written decision (the 
``Committee on Securities Decision'') that affirms, modifies, or 
reverses the Panel Decision or that refers the matter to the Staff or 
to the Panel for further consideration. The Committee on Securities 
Decision will describe the specific grounds for the decision, identify 
any quantitative standard or qualitative consideration set forth in 
Part 1 or Part 10 that the applicant has failed to satisfy, including, 
if applicable, the basis for its determination that (i) the issuer's 
securities should be approved for listing pursuant to Section 1203(c); 
(ii) the issuer's securities should continue to be listed as permitted 
by Section 1009; or (iii) the Panel Decision was in error, and provide 
notice that the Amex Board may call the Committee on Securities 
Decision for review at any time before its next meeting that is at 
least 15 calendar days following the issuance of the Committee on 
Securities Decision. The Committee on Securities Decision will be 
promptly provided to the issuer and will take immediate effect unless 
it specifies to the contrary, or as provided in Section 1205(f).
    (f) If the Committee on Securities Decision reverses the Panel 
Decision and provides that the issuer's listing application should be 
approved, the listing of the security or securities which are the 
subject of such application will not be effective unless and until such 
Committee on Securities Decision represents final action of the 
Exchange as specified in Section 1206(d). If the Committee on 
Securities Decision reverses the Panel Decision and provides that the 
issuer's security or securities should not be delisted, and such 
security or securities have been suspended pursuant to Section 1204(d), 
such suspension shall continue until either the Committee on Securities 
Decision represents final action of the Exchange as specified in 
Section 1206(d) or in accordance with a discretionary review by the 
Amex Board pursuant to Section 1206.
    (g) If the issuer does not request a review, and pay the requisite 
fee, within the time period specified in paragraph (b) of this Section 
by the Committee on Securities of a Panel Decision which provided that 
the issuer's security or securities should be delisted, when such time 
period has elapsed, the Exchange will suspend trading in such security 
or securities, if it has not already done so pursuant to Section 
1204(d), and file an application with the Securities and Exchange 
Commission on Form 25 to strike the class of securities from listing 
and registration in accordance with Section 12 of the Securities 
Exchange Act of 1934 and the rules promulgated thereunder and in 
accordance with Section 1010.
Discretionary Review by Amex Board
    Sec. 1206. (a)-(c) No change.
    Sections 1206(d)-(f) in the following form are effective through 
April 23, 2006. They will be rescinded after that date and will be 
replaced as set forth below.
    (d)-(f) no change.
    Sections 1206(d)--(f) in the following form will be effective on 
April 24, 2006.
    (d) If the Amex Board conducts a discretionary review, the issuer 
will be provided with a written decision describing the specific 
grounds for its decision, and identifying any quantitative standard or 
qualitative consideration set forth in Part 1 or Part 10 that the 
issuer has failed to satisfy, including, if applicable, the basis for 
its determination that (i) the issuer's securities should be approved 
for listing pursuant to Section 1203(c); (ii) the issuer's securities 
should continue to be listed as permitted by Section 1009; or (iii) 
that the Committee on Securities Decision was in error. The Amex Board 
may affirm, modify or reverse the Committee on Securities Decision and 
may remand the matter to the Committee on Securities Council, Panel, or 
Staff with appropriate instructions. The decision represents the final 
action of the Exchange and will take immediate effect unless it 
specifies to the contrary. If the Board Decision provides that the 
issuer's security or securities should be delisted, the Exchange will 
suspend trading in such security or securities as soon as practicable, 
if it has not already done so pursuant to Section 1204(d), and the 
Exchange staff will file an application with the Securities and 
Exchange Commission on Form 25 to strike the class of securities from 
listing and registration in accordance with Section 12 of the 
Securities Exchange Act of 1934 and the rules promulgated thereunder 
and in accordance with Section 1010.
    (e) If the Amex Board declines to conduct a discretionary review or 
withdraws its call for review, the issuer will be promptly provided 
with written notice that the Committee on Securities Decision 
represents the final action of the Exchange. If the Committee on 
Securities Decision provides that the issuer's security or securities 
should be delisted, upon the expiration of the time period specified in 
paragraph (a) of this Section, or upon the Amex Board's determination 
to withdraw a call for review, the Exchange will suspend trading in 
such security or securities as soon as practicable, if it has not 
already done so pursuant to Sections 1204(d), and the Exchange staff 
will file an application with the Securities and Exchange Commission on 
Form 25 to strike the class of securities from listing and registration 
in accordance with Section 12 of the Securities Exchange Act of 1934 
and the rules promulgated thereunder and in accordance with Section 
1010.
    (f) Any issuer aggrieved by a final action of the Exchange may make 
application for review to the Commission in accordance with Section 19 
of the Securities Exchange Act of 1934.
* * * * *

II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, Amex included statements 
concerning the purpose of and basis for the proposed rule change. The 
text of these statements may be examined at the places specified in 
Item IV below. 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
    The Amex is proposing to revise Rule 18 and Sections 1010, 1011, 
1201, 1202, 1203, 1204, 1205 and 1206 of the Amex Company Guide with 
respect to delisting procedural requirements as mandated by recent 
amendments to Rule 12d2-2 under the Act (``Commission Rule 12d2-2'').
    Section 12 of the Act \5\ and Commission Rule 12d2-2 adopted 
thereunder \6\ govern the process for the delisting and deregistration 
of securities listed on national securities exchanges. Currently, such 
delistings and/or deregistrations are effected in the following three 
situations:
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    \5\ 15 U.S.C. 78l.
    \6\ 15 CFR 240.12d2-2.
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    1. First, when the entire class of securities is matured, redeemed, 
retired or extinguished by operation of law. Currently, the exchange 
upon which such class of securities is listed files Commission Form 25 
in paper form with the Commission to effect the delisting.

[[Page 12743]]

    2. Second, an exchange may file a written application with the 
Commission to delist a class of securities if it has fallen below the 
exchange's listing standards,\7\ and the Commission must formally 
approve the application. The application must set forth the basis for 
the exchange's determination that the securities are not eligible for 
continued listing and the exchange must provide a copy of the 
application and determination to the issuer of the securities in 
question. Commission approval is generally granted ten days after the 
application is filed.
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    \7\ An exchange may be able to delist a class of securities for 
other reasons as well.
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    3. Third, an issuer may initiate the delisting of its securities by 
filing a written application with the Commission. These applications 
are subject to a notice and comment period, generally followed by 
Commission approval of the application.
    Recent amendments to Commission Rule 12d2-2 and other related rules 
will require the electronic filing of revised Form 25 on the 
Commission's Electronic Data Gathering, Analysis, and Retrieval 
(``EDGAR'') system by exchanges and issuers for all delistings, other 
than delistings of standardized options and securities futures, which 
are exempted.\8\
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    \8\ See Securities Exchange Act Release No. 52029 (July 14, 
2005), 70 FR 42456 (July 22, 2005).
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    The revised Commission rules do not require any material changes to 
the existing process applicable to delistings when the entire class of 
securities is matured, redeemed, retired or extinguished by operation 
of law, other than that Form 25 will be filed electronically through 
EDGAR rather than in paper form.
    In the case of exchange initiated delistings, the amendments to 
Commission Rule 12d2-2 require that exchange rules provide the 
following:
    1. Notice to the issuer of the exchange's decision to delist its 
securities; \9\
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    \9\ This notice will trigger the issuer's requirement to 
disclose its receipt of delisting notice by filing a current report 
on Form 8-K (Item 3.01. Notice of Delisting or Failure to Satisfy a 
Continued Listing Rule or Standard; Transfer of Listing).
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    2. an opportunity for appeal to the exchange's board of directors, 
or to a committee designated by the board; and
    3. public notice, no fewer than 10 days before the delisting 
becomes effective, of the exchange's final determination to delist the 
securities via a press release and posting on the exchange's Web site 
(which notice must remain posted until the delisting is effective).
    Amex rules currently provide the requisite issuer notice as well as 
an opportunity for appeal to a committee designated by the Board.\10\ 
Specifically, issuers may appeal staff delisting determinations to 
panel of at least two members of the Committee on Securities, which is 
a board-appointed committee.\11\ Adverse panel decisions may be 
appealed to the Committee on Securities.\12\ In addition, the Board may 
in its discretion call any Committee on Securities decision for 
review.\13\ Amex rules do not currently provide for the mandated public 
notice, and accordingly the Amex is proposing changes to Section 
1010(c) of the Amex Company Guide as required by the recent amendments 
to Commission rules.
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    \10\ See Amex Company Guide, Section 1202 (Written Notice of 
Staff Determination) and Section 1203 (Request for Hearing).
    \11\ See Amex Company Guide, Section 1204 (The Listing 
Qualifications Panel).
    \12\ See Amex Company Guide, Section 1205 (Review by the Amex 
Committee on Securities).
    \13\ See Amex Company Guide, Section 1206 (Discretionary Review 
by Amex Board).
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    The proposed changes do not impact the Amex's existing authority to 
suspend trading in an issuer's securities following an adverse panel 
decision but prior to the filing of a delisting application and/or 
effective date of a delisting.
    In the case of an issuer initiated delisting, Amex is proposing 
revisions to Amex Rule 18 and Section 1010 of the Amex Company Guide, 
as mandated, to require the issuer to:
    1. Comply with the Exchange's rules for delisting and applicable 
state laws;
    2. submit written notice to the Exchange, no fewer than ten days 
before filing a Form 25, of its intent to withdraw its security, which 
notice includes a statement of all material facts relating to the 
reasons for filing the application (effectively, this notice to the 
Exchange will be provided at least 20 days before the delisting becomes 
effective); and
    3. issue public notice of its intent to delist via a press release, 
and, if it has a publicly available Web site, by posting the notice on 
that Web site, contemporaneously with providing written notice to the 
exchange and keeping it posted until the delisting is effective. In 
addition, changes are proposed to Amex Rule 18 to require that the 
board of directors (or comparable governing body) of an issuer 
initiating the delisting of its securities must approve the decision to 
delist, and that the issuer provide the Exchange with a certified copy 
of the relevant board resolution.
    Further, as required by the revised Commission rules, the Amex will 
post notice of issuer initiated delistings on the Amex's Web site 
beginning on the business day following receipt of notice from the 
issuer and will keep the notice posted until the delisting becomes 
effective.
    As in the case of an exchange-initiated delisting, the Amex will 
retain the ability to suspend trading in an issuer's securities, in 
order to accommodate its transfer to another marketplace, prior to the 
effective date of the delisting.
    The proposed changes will be effective as of April 24, 2006 as 
required by Commission Rule 12d2-2.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Act \14\ in general and furthers the objects 
of Section 6(b)(5) \15\ in particular in that the proposed rule change 
is designed to prevent fraudulent and manipulative acts, to promote 
just and equitable principles of trade, to foster cooperation and 
coordination with persons engaged in regulating, clearing, settling, 
processing information with respect to, and facilitating transactions 
in securities, to remove impediments to and perfect the mechanisms of a 
free and open market and a national market system and, in general, to 
protect investors and the public interest; and are not designed to 
permit unfair discrimination between customers, issuers, brokers, or 
dealers, or to regulate by virtue of any authority conferred by the Act 
matters not related to the purposes of the Act or the administration of 
the Exchange.
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    \14\ 15 U.S.C. 78f(b).
    \15\ 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 does not impose any 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

    The Exchange has not solicited, and does not intend to solicit, 
comments on this proposed rule change. The Exchange has not received 
any unsolicited written comments from members or other interested 
parties.

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

[[Page 12744]]

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 shall:
    (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 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 No. SR-Amex-2005-107 on the subject line.

Paper Comments

     Send paper comments in triplicate to Nancy M. Morris, 
Secretary, Securities and Exchange Commission, Station Place, 100 F 
Street, NE., Washington, DC 20549-1090.

All submissions should refer to File Number SR-Amex-2005-107. 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 such 
filing also will be available for inspection and copying at the 
principal office of the Exchange. 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-2005-107 and should be submitted on or before April 
3, 2006.

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\16\
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    \16\ 17 CFR 200.30-3(a)(12).
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Nancy M. Morris,
Secretary.
 [FR Doc. E6-3490 Filed 3-10-06; 8:45 am]
BILLING CODE 8010-01-P