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, 13555-13557 [E5-1204]
Download as PDF
<![CDATA[
Federal Register / Vol. 70, No. 53 / Monday, March 21, 2005 / Notices
to the extent that the Registered
Participating Fund’s aggregate
investment of Uninvested Cash in the
Central Funds does not exceed the
greater of 25% of the Registered
Participating Fund’s total assets or $10
million.
4. Investment by a Registered
Participating Fund in shares of the
Central Funds will be in accordance
with the Registered Participating Fund’s
investment restrictions and will be
consistent with the Registered
Participating Fund’s investment policies
as set forth in its prospectus and
statement of additional information.
5. Each Fund that may rely on the
order shall be advised by the Adviser.
6. No Central Fund will acquire
securities of any other investment
company or company relying on section
3(c)(1) or 3(c)(7) of the Act in excess of
the limits contained in section
12(d)(1)(A) of the Act.
7. The Non-Registered Central Funds
will comply with the requirements of
sections 17(a), (d), and (e) and 18 of the
Act as if the Non-Registered Central
Funds were registered open-end
investment companies. With respect to
all redemption requests made by a
Participating Fund, the Non-Registered
Central Funds will comply with section
22(e) of the Act. The Adviser will adopt
procedures designed to ensure that each
Non-Registered Central Fund complies
with sections 17(a), (d), and (e), 18 and
22(e) of the Act. The Adviser will also
periodically review and update, as
appropriate, the procedures and will
maintain books and records describing
such procedures, and maintain the
records required by rules 31a–1(b)(1),
31a–1(b)(2)(ii), and 31a–1(b)(9) under
the Act. All books and records required
to be made pursuant to this condition
will be maintained and preserved for a
period of not less than six years from
the end of the fiscal year in which any
transaction occurred, the first two years
in an easily accessible place, and will be
subject to examination by the
Commission and its staff.
8. Each Non-Registered Central Fund
will comply with rule 2a–7 under the
Act. With respect to each such NonRegistered Central Fund, the Adviser
will adopt and monitor the procedures
described in rule 2a–7(c)(7) under the
Act and will take such other actions as
are required to be taken under those
procedures. A Registered Participating
Fund may only purchase shares of a
Non-Registered Central Fund if the
Adviser determines on an ongoing basis
that the Non-Registered Central Fund is
in compliance with rule 2a–7. The
Adviser will preserve for a period not
less than six years from the date of
VerDate jul<14>2003
18:36 Mar 18, 2005
Jkt 205001
determination, the first two years in an
easily accessible place, a record of such
determination and the basis upon which
the determination was made. This
record will be subject to examination by
the Commission and its staff.
9. Each Participating Fund will
purchase and redeem shares of any NonRegistered Central Fund as of the same
time and at the same price, and will
receive dividends and bear its
proportionate share of expenses on the
same basis, as other shareholders of the
Non-Registered Central Fund. A
separate account will be established in
the shareholder records for each NonRegistered Central Fund for the account
of each Participating Fund that invests
in such Non-Registered Central Fund.
10. To engage in Interfund
Transactions, the Funds and the NonRegistered Funds will comply with rule
17a–7 under the Act in all respects other
than the requirement that the parties to
the transaction be affiliated persons (or
affiliated persons of affiliated persons)
of each other solely by reason of having
a common investment adviser or
investment advisers which are affiliated
persons of each other, common officers,
and/or common directors, solely
because a Participating Fund and a
Central Fund might become affiliated
persons within the meaning of section
2(a)(3)(A) and (B) of the Act.
11. Before a Registered Participating
Fund may participate in the Securities
Lending Program, a majority of the
Board (including a majority of the
Independent Trustees) will approve the
Registered Participating Fund’s
participation in the Securities Lending
Program. No less frequently than
annually, the Board also will evaluate,
with respect to each Registered
Participating Fund, any securities
lending arrangement and its results and
determine that any investment of Cash
Collateral in the Central Funds is in the
best interest of the Registered
Participating Fund.
For the Commission, by the Division of
Investment Management, pursuant to
delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. E5–1213 Filed 3–18–05; 8:45 am]
BILLING CODE 8010–01–P
PO 00000
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.
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 (https://
www.amex.com), the Amex’s Office of
the Secretary, and at the Commission’s
Public Reference Room.
1 15
Frm 00113
Fmt 4703
Sfmt 4703
13555
E:\FR\FM\21MRN1.SGM
U.S.C. 78s(b)(1).
21MRN1
13556
Federal Register / Vol. 70, No. 53 / Monday, March 21, 2005 / Notices
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).
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
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).
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.
VerDate jul<14>2003
18:36 Mar 18, 2005
Jkt 205001
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:
• ‘‘.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
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.
PO 00000
Frm 00114
Fmt 4703
Sfmt 4703
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
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.
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,
5 See section 1002 and 1003 of the Company
Guide and Article II, section 3 of the Amex
Constitution.
6 15 U.S.C. 78f.
7 15 U.S.C. 78f(b)(5).
E:\FR\FM\21MRN1.SGM
21MRN1
Federal Register / Vol. 70, No. 53 / Monday, March 21, 2005 / Notices
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 (https://www.sec.gov/
rules/sro.shtml); or
• Send an e-mail to
rulecomments@sec.gov. 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 (https://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
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. E5–1204 Filed 3–18–05; 8:45 am]
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–51371; File No. SR–CBOE–
2005–23]
Self-Regulatory Organizations; Notice
of Filing of Proposed Rule Change by
the Chicago Board Options Exchange,
Incorporated To Amend CBOE Rule 8.4
To Remove the Physical Trading
Crowd Appointment Alternative for
Remote Market-Makers and To Create
an ‘‘A+’’ Tier Consisting of the Two
Most Actively-Traded Products on the
Exchange
March 15, 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 March 15,
2005, the Chicago Board Options
Exchange, Incorporated (‘‘CBOE’’ 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
prepared by CBOE. The Commission is
publishing this notice to solicit
comments on the proposed rule change
from interested persons.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
CBOE proposes to amend CBOE Rule
8.4(d) to remove the Physical Trading
Crowd (‘‘PTC’’) appointment alternative
for Remote Market-Makers (‘‘RMMs’’)
and to create an ‘‘A+’’ tier consisting of
the two most actively-traded products
on the Exchange. The text of the
proposed rule change is available on the
CBOE’s Web site (https://
www.cboe.com), at the CBOE’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
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.
BILLING CODE 8010–01–P
1 15
8 17
CFR 200.30–3(a)(12).
VerDate jul<14>2003
18:36 Mar 18, 2005
2 17
Jkt 205001
PO 00000
U.S.C. 78s(b)(1).
CFR 240.19b–4.
Frm 00115
Fmt 4703
Sfmt 4703
13557
A. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
1. Purpose
On March 14, 2005, the Commission
approved rules governing the
Exchange’s RMM Program.3 The RMM
Program would allow members and
member firms to elect status as an RMM,
which would enable them to stream
quotes from a location outside of the
physical trading station for the subject
class. The Exchange’s original plans
called for the 600 most actively-traded
equity option classes to be part of the
RMM Program, excluding options on
exchange-traded funds. Recently,
however, the Exchange has determined
to include two of its most activelytraded products in the RMM Program
(and, correspondingly, include them on
the Hybrid 2.0 Platform), options on
Standard & Poor’s Depositary Receipts
(‘‘Spiders’’) and options on the Nasdaq100 Index Tracking Stock. The CBOE
represents that the purpose of this
proposal is to amend the RMM rules
relating to appointments in order to
accommodate the inclusion of these two
products in the RMM Program.
Elimination of Physical Trading
Crowd Appointment. CBOE Rule 8.4(d)
governs the RMM appointment process
and provides that an RMM may choose
either a PTC or Virtual Trading Crowd
(‘‘VTC’’) appointment. A PTC
Appointment corresponds to the
location of a physical trading station on
the floor of the CBOE.4 The Exchange
proposes to eliminate the PTC
appointment option and, as a result,
RMMs would be required to have a VTC
appointment. CBOE represents that, in
its discussions with its members,
member organizations, and other
potential RMM candidates, it has
become evident that there is little if any
interest in the ability to have a PTC
appointment. The CBOE further
represents that a vast majority of
potential RMMs have indicated that the
ability to choose their own
appointments is the attribute of the
RMM Program they find most desirable.
For this reason, CBOE has determined to
eliminate from CBOE Rule 8.4(d) the
PTC appointment option.
Creation of an ‘‘A+’’ Tier. The RMM
rules incorporate the concept of ‘‘tiers’’
in two instances. First, the VTC
3 See
Securities Exchange Act Release No. 51366.
RMM that chooses a PTC appointment
would have the right to quote electronically (and
not in open outcry) in either 20 or 30 Hybrid 2.0
products traded in that specific trading station for
each Exchange membership it leases or owns,
respectively.
4 An
E:\FR\FM\21MRN1.SGM
21MRN1
]]>Agencies
[Federal Register Volume 70, Number 53 (Monday, March 21, 2005)]
[Notices]
[Pages 13555-13557]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E5-1204]
-----------------------------------------------------------------------
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.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
---------------------------------------------------------------------------
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 (https://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).
---------------------------------------------------------------------------
\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).
---------------------------------------------------------------------------
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:
---------------------------------------------------------------------------
\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.
---------------------------------------------------------------------------
``.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\
---------------------------------------------------------------------------
\5\ See section 1002 and 1003 of the Company Guide and Article
II, section 3 of the Amex Constitution.
---------------------------------------------------------------------------
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.
---------------------------------------------------------------------------
\6\ 15 U.S.C. 78f.
\7\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------
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 (https://
www.sec.gov/rules/sro.shtml); or
Send an e-mail to rulecomments@sec.gov. 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 (https://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\
---------------------------------------------------------------------------
\8\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. E5-1204 Filed 3-18-05; 8:45 am]
BILLING CODE 8010-01-P
