Self-Regulatory Organizations; American Stock Exchange LLC; Order Granting Approval to Proposed Rule Change, and Amendments No. 1 and 2 Thereto, Relating to Revisions to Amex Rule 21, Appointment of Floor Officials, 19534-19535 [05-7435]
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19534
Federal Register / Vol. 70, No. 70 / Wednesday, April 13, 2005 / Notices
the outstanding voting securities of
PNM Resources, which will be held by
SW Acquisition in a purely custodial
role pending imminent distribution to
its constituent partners. Pursuant to the
SW Acquisition limited partnership
agreement, the consideration for the
sale, including the common stock
received, will be divided proportionally
in accordance with each partners’
economic interest. The largest interests,
those of Continental Casualty Company
and CIBC WG Argosy Merchant Fund 2,
L.L.C., account for 35% and 21.93% of
the PNM Resources shares received as
consideration, respectively. As a result,
following the closing of the Transaction,
no partner in SW Acquisition will own,
with power to vote, 5% or more of the
voting securities of PNM Resources.
In order to finance a portion of the
acquisition cost, PNM Resources will
issue and sell 4,000,000 units of its
6.625% Hybrid Income Term Security
Units (the ‘‘Units’’) to Cascade
Investment, L.L.C. (‘‘Cascade’’), a
limited liability company formed under
the laws of the State of Washington, in
consideration for $100,000,000. Each
Unit will have a stated amount of
$25.00. The proceeds of the sale of the
Units will be used by PNM Resources to
finance a portion of the cash
consideration paid in the Transaction
and for refinancing the debt and
preferred securities of TNP Enterprises.
The Units will be sold pursuant to the
terms of a Unit Purchase Agreement,
dated August 13, 2004, between PNM
Resources and Cascade (the ‘‘UPA’’).
B. Post-Transaction Operations
In the December Order, the
Commission authorized PNM Resources
to issue various types of equity and debt
securities, including equity-linked
securities in the form of stock purchase
units. The financing plan that provided
the basis for the authority extended by
the Commission in the December Order
included the acquisition of TNP
Enterprises and no new financing
authorizations are required.
PNM Resources plans to retain TNP
Enterprises; however, TNP Enterprises
will exist only as a conduit, with no
active operations or financial
obligations, and will retain no personnel
or operational authority. PNM
Resources also proposes to include TNP
Enterprises, TNMP and First Choice as
client companies of PNMR Services, a
subsidiary service company that
provides the following support services:
Accounting, Audit, Business Ethics and
Compliance, Business Excellence
(including Business Process
Improvement), Corporate
Communications, Community Affairs,
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18:37 Apr 12, 2005
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Corporate Governance, Economic
Development, Environmental
Management, Environmental Policy,
Executive Management, General
Services, Governmental Regulations,
Health and Safety, Human Resources,
Information Technology, Investor
Relations, Legal, Organization
Development, Purchasing, Regulatory
Affairs, Risk Management, and
Treasury.
PNM Resources will integrate the
support services functions that currently
exist at TNMP into Services. Applicants
state that the consolidation of the
support services functions into Services
is expected to result in reduced costs for
the affiliate companies through
reductions in corporate and
headquarters staffing, reduced corporate
and administrative programs, and
purchasing savings through economies
of scale. Services will also establish
common processes and systems and
centralized expertise.
Under the program of restructuring
implemented by the State of Texas
pertaining to the ERCOT System of TNP
Enterprises, affiliates of TNMP are able
to access certain shared services, such
as billing, accounting, and payroll
systems. Applicants propose to
maintain these arrangements in place
where such is consistent with
economical operations and to comply
with both state and Federal Energy
Regulatory Commission affiliate
transaction regulation and the
applicable rules of the Commission,
including rules 90 and 91.
First Choice is a firm engaged in
domestic energy marketing and Avistar
is a firm engaged in the domestic
marketing of energy technologies.
Applicants maintain that First Choice
qualifies as an energy-related company
under rule 58 under the Act. PNM
Resources proposes to retain
FirstChoice. PNM Resources also
proposes to retain the nonutility
subsidiaries of TNP Enterprises which
are currently inactive. PNM Resources
also proposes to retain a limited
partnership interest in National
Corporate Tax Credit Fund XII, an
investment qualifying for low income
housing tax credits.
For the Commission, by the Division of
Investment Management, pursuant to
delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. E5–1748 Filed 4–12–05; 8:45 am]
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SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–51503; File No. SR–Amex–
2004–65]
Self-Regulatory Organizations;
American Stock Exchange LLC; Order
Granting Approval to Proposed Rule
Change, and Amendments No. 1 and 2
Thereto, Relating to Revisions to Amex
Rule 21, Appointment of Floor Officials
On August 10, 2004, 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 Amex Rule 21, Appointment of
Floor Officials. On December 22, 2004,
the Amex filed Amendment No. 1 to the
proposed rule change.3 On February 3,
2005, the Amex filed Amendment No. 2
to the proposed rule change.4 The
proposed rule change, as amended, was
published for comment in the Federal
Register on March 8, 2005.5 The
Commission received no comments on
the proposal.
The Exchange proposed the following
amendments to Amex Rule 21: (1)
Eliminate the requirement that an
Exchange Official who is appointed as
a senior Floor Official must have
previously served as a member of the
Exchange’s Board of Governors
(‘‘Board’’);6 (2) provide that an Exchange
Official who has been appointed as a
Senior Floor Official shall have the
same authority and responsibilities as a
Floor Governor with respect to matters
that arise on the trading floor and
require review or action by a Floor
Governor or Senior Floor Official;7 and
1 15
U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 In Amendment No. 1 the Amex revised the text
of the proposed rule.
4 In Amendment No. 2 the Amex further revised
the text of the proposed rule.
5 See Securities Exchange Act Release No. 51279
(March 1, 2005), 70 FR 11279.
6 The proposal would retain the requirement that
any such Exchange Official must spend a
substantial part of his or her time on the Exchange’s
floor.
7 The Exchange has represented that an Exchange
Official who makes a ruling on the floor would not
be permitted to review such ruling while later
acting as a Senior Floor Official or in place of a
Floor Governor. Telephone conversation among
William Floyd-Jones, Assistant General Counsel,
Amex, Susie Cho, Special Counsel, Division of
Market Regulation (‘‘Division’’), Commission, and
Geraldine Idrizi, Attorney, Division, Commission,
on January 31, 2005.
A number of Amex rules provide for Floor
Governor or Senior Floor Official action or review
with respect to matters that arise on the trading
floor. The Amex noted that these rules may change
2 17
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Federal Register / Vol. 70, No. 70 / Wednesday, April 13, 2005 / Notices
(3) clarify that an Exchange Official who
is appointed as a Senior Floor Official
may not participate in meetings of the
Board unless the Board invites such
person to attend its meetings.8
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 9 and, in particular,
the requirements of Section 6(b) of the
Act 10 and the rules and regulations
thereunder. The Commission finds
specifically that the proposed rule
change, as amended, is consistent with
Section 6(b)(5) of the Act,11 in that the
proposed rule change, as amended, is
designed to prevent fraudulent and
manipulative acts and practices, to
promote just and equitable principles of
trade, to remove impediments to and
perfect the mechanism of a free and
open market and a national market
system, and, in general, to protect
investors and the public interest; and is
not designed to permit unfair
discrimination between customers,
issuers, brokers or dealers.
The Commission notes that the
proposed rule change, as amended, is
designed to facilitate the supervision of
trading activity on the Exchange’s
trading floor. The proposal would
expand the pool of Exchange Officials
who could be appointed to serve as
Senior Floor Officials by eliminating the
requirement that such Exchange
with future Amex rule changes. Under the
amendment to Amex Rule 21, Exchange Officials
appointed as Senior Floor Officials would be able
to act in place of Floor Governors with respect to
these responsibilities. The following is a list of
Amex rules that call for action or review by Floor
Governors or Senior Floor Officials: Rule 1 (Hours
of Business), Rule 22 (Authority of Floor Officials),
Rule 25 (Cabinet Trading of Equity and Derivative
Securities), Rule 26 (Performance Committee), Rule
27 (Allocations Committee), Rule 118 (Trading in
Nasdaq National Market Securities), Rule 119
(Indications, Openings and Reopenings), Rule 128A
(Automatic Execution), Rule 170 (Registration and
Functions of Specialists), Rule 590 (Minor Rule
Violation Fine System), Rule 904 (Position Limits),
Rule 918 (Trading Rotations, Halts and
Suspensions), Rule 933 (Automatic Execution of
Option Orders), Rule 959 (Accommodation
Transactions), Rule 918C (Trading Rotations, Halts
and Suspensions), Rule 933–ANTE (Automatic
Matching and Execution of Options Orders).
8 Article II, Section 3 of the Amex Constitution
(The Board of Governors—Powers, Duties and
Procedures) currently allows the Board to invite
persons who are not members of the Board to
participate in meetings of the Board. In relevant
part, Article II, Section 3 provides: ‘‘The Board may
invite a person, not a member thereof, to attend its
meetings and to participate in its deliberations, but
such person shall not have the right to vote.’’
9 In approving this proposed rule change, the
Commission notes that it has considered the
proposed rule’s impact on efficiency, competition,
and capital formation. 15 U.S.C. 78c(f).
10 15 U.S.C. 78f(b).
11 15 U.S.C. 78f(b)(5).
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Officials previously must have served as
an Exchange Governor. Further, the
proposal specifies that Exchange
Officials who are appointed as Senior
Floor Officials would have the same
authority and responsibilities as a Floor
Governor with respect to matters that
arise on the floor and require review or
action by a Floor Governor or Senior
Floor Official. The Commission also
notes that the proposed rule change
would clarify the status of Exchange
Officials who are appointed as Senior
Floor Officials by specifying that these
officials may not participate in Board
meetings except to the extent that they
are invited to attend such meetings. The
Commission finds that the proposed
rule change, as amended, is consistent
with Section 6(b) of the Act.12
It is therefore ordered, pursuant to
Section 19(b)(2) of the Act,13 that the
proposed rule change (SR–Amex–2004–
65), as amended, be, and hereby is,
approved.
For the Commission, by the Division of
Market Regulation, pursuant to delegated
Authority.14
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 05–7435 Filed 4–12–05; 8:45 am]
BILLING CODE 8010–01–M
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–51502; File No. SR–Amex–
2005–009]
Self-Regulatory Organizations; Order
Approving Proposed Rule Change by
the American Stock Exchange LLC To
Require Members To Complete
Systems Training and To Include
Violations of This Requirement in Its
Minor Rule Violation Plan
April 7, 2005.
On February 1, 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
adopt new Amex Rule 51 to require its
members to complete training in such
systems as the Exchange may require
and to amend its Minor Rule Violation
Plan (‘‘Plan’’) to allow the Exchange to
issue minor fines for non-compliance
with this rule. The proposed rule
PO 00000
12 15
U.S.C. 78f(b).
U.S.C. 78s(b)(2).
14 17 CFR 200.30,–3(a)(12).
1 15 U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
13 15
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19535
change was published for comment in
the Federal Register on March 8, 2005.3
The Commission received no comments
regarding the proposal.
The Commission finds that the
proposed rule change is consistent with
the requirements of the Act and the
rules and regulations thereunder
applicable to a national securities
exchange.4 In particular, the
Commission believes that the proposal
is consistent with Section 6(b)(5) of the
Act,5 because a rule that is reasonably
designed to require Exchange members
to complete necessary systems training
should protect investors and the public
interest. The Commission also believes
that handling violations of Amex Rule
51 pursuant to the Exchange’s Plan is
consistent with Sections 6(b)(1) and
6(b)(6) of the Act 6 which require that
the rules of an exchange enforce
compliance with, and provide
appropriate discipline for, violations of
Commission and Exchange rules. In
addition, because existing Amex Rule
590 provides procedural rights to a
person fined under the Plan to contest
the fine and permits a hearing on the
matter, the Commission believes the
Plan, as amended by this proposal,
provides a fair procedure for the
disciplining of members and persons
associated with members, consistent
with Sections 6(b)(7) and 6(d)(1) of the
Act.7
Finally, the Commission finds that the
proposal is consistent with the public
interest, the protection of investors, or
otherwise in furtherance of the purposes
of the Act, as required by Rule 19d–
1(c)(2) under the Act 8 which governs
minor rule violation plans. The
Commission believes that the change to
Amex’s Plan will strengthen its ability
to carry out its oversight and
enforcement responsibilities as a selfregulatory organization in cases where
full disciplinary proceedings are
unsuitable in view of the minor nature
of the particular violation.
In approving this proposed rule
change, the Commission in no way
minimizes the importance of
compliance with Amex rules and all
other rules subject to the imposition of
fines under the Exchange’s Plan. The
Commission believes that the violation
of any self-regulatory organization’s
3 See Securities Exchange Act Release No. 51294
(March 2, 2005), 70 FR 11282.
4 In approving this proposed rule change, the
Commission notes that it has considered the
proposed rule’s impact on efficiency, competition,
and capital formation. See 15 U.S.C. 78c(f).
5 15 U.S.C. 78f(b)(5).
6 15 U.S.C. 78f(b)(1) and 78f(b)(6).
7 15 U.S.C. 78f(b)(7) and 78f(d)(1).
8 17 CFR 240.19d–1(c)(2).
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]]>Agencies
[Federal Register Volume 70, Number 70 (Wednesday, April 13, 2005)]
[Notices]
[Pages 19534-19535]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 05-7435]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-51503; File No. SR-Amex-2004-65]
Self-Regulatory Organizations; American Stock Exchange LLC; Order
Granting Approval to Proposed Rule Change, and Amendments No. 1 and 2
Thereto, Relating to Revisions to Amex Rule 21, Appointment of Floor
Officials
On August 10, 2004, 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 Amex Rule 21, Appointment of Floor
Officials. On December 22, 2004, the Amex filed Amendment No. 1 to the
proposed rule change.\3\ On February 3, 2005, the Amex filed Amendment
No. 2 to the proposed rule change.\4\ The proposed rule change, as
amended, was published for comment in the Federal Register on March 8,
2005.\5\ The Commission received no comments on the proposal.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ In Amendment No. 1 the Amex revised the text of the proposed
rule.
\4\ In Amendment No. 2 the Amex further revised the text of the
proposed rule.
\5\ See Securities Exchange Act Release No. 51279 (March 1,
2005), 70 FR 11279.
---------------------------------------------------------------------------
The Exchange proposed the following amendments to Amex Rule 21: (1)
Eliminate the requirement that an Exchange Official who is appointed as
a senior Floor Official must have previously served as a member of the
Exchange's Board of Governors (``Board'');\6\ (2) provide that an
Exchange Official who has been appointed as a Senior Floor Official
shall have the same authority and responsibilities as a Floor Governor
with respect to matters that arise on the trading floor and require
review or action by a Floor Governor or Senior Floor Official;\7\ and
[[Page 19535]]
(3) clarify that an Exchange Official who is appointed as a Senior
Floor Official may not participate in meetings of the Board unless the
Board invites such person to attend its meetings.\8\
---------------------------------------------------------------------------
\6\ The proposal would retain the requirement that any such
Exchange Official must spend a substantial part of his or her time
on the Exchange's floor.
\7\ The Exchange has represented that an Exchange Official who
makes a ruling on the floor would not be permitted to review such
ruling while later acting as a Senior Floor Official or in place of
a Floor Governor. Telephone conversation among William Floyd-Jones,
Assistant General Counsel, Amex, Susie Cho, Special Counsel,
Division of Market Regulation (``Division''), Commission, and
Geraldine Idrizi, Attorney, Division, Commission, on January 31,
2005.
A number of Amex rules provide for Floor Governor or Senior
Floor Official action or review with respect to matters that arise
on the trading floor. The Amex noted that these rules may change
with future Amex rule changes. Under the amendment to Amex Rule 21,
Exchange Officials appointed as Senior Floor Officials would be able
to act in place of Floor Governors with respect to these
responsibilities. The following is a list of Amex rules that call
for action or review by Floor Governors or Senior Floor Officials:
Rule 1 (Hours of Business), Rule 22 (Authority of Floor Officials),
Rule 25 (Cabinet Trading of Equity and Derivative Securities), Rule
26 (Performance Committee), Rule 27 (Allocations Committee), Rule
118 (Trading in Nasdaq National Market Securities), Rule 119
(Indications, Openings and Reopenings), Rule 128A (Automatic
Execution), Rule 170 (Registration and Functions of Specialists),
Rule 590 (Minor Rule Violation Fine System), Rule 904 (Position
Limits), Rule 918 (Trading Rotations, Halts and Suspensions), Rule
933 (Automatic Execution of Option Orders), Rule 959 (Accommodation
Transactions), Rule 918C (Trading Rotations, Halts and Suspensions),
Rule 933-ANTE (Automatic Matching and Execution of Options Orders).
\8\ Article II, Section 3 of the Amex Constitution (The Board of
Governors--Powers, Duties and Procedures) currently allows the Board
to invite persons who are not members of the Board to participate in
meetings of the Board. In relevant part, Article II, Section 3
provides: ``The Board may invite a person, not a member thereof, to
attend its meetings and to participate in its deliberations, but
such person shall not have the right to vote.''
---------------------------------------------------------------------------
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 \9\
and, in particular, the requirements of Section 6(b) of the Act \10\
and the rules and regulations thereunder. The Commission finds
specifically that the proposed rule change, as amended, is consistent
with Section 6(b)(5) of the Act,\11\ in that the proposed rule change,
as amended, is designed to prevent fraudulent and manipulative acts and
practices, to promote just and equitable principles of trade, to remove
impediments to and perfect the mechanism of a free and open market and
a national market system, and, in general, to protect investors and the
public interest; and is not designed to permit unfair discrimination
between customers, issuers, brokers or dealers.
---------------------------------------------------------------------------
\9\ In approving this proposed rule change, the Commission notes
that it has considered the proposed rule's impact on efficiency,
competition, and capital formation. 15 U.S.C. 78c(f).
\10\ 15 U.S.C. 78f(b).
\11\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------
The Commission notes that the proposed rule change, as amended, is
designed to facilitate the supervision of trading activity on the
Exchange's trading floor. The proposal would expand the pool of
Exchange Officials who could be appointed to serve as Senior Floor
Officials by eliminating the requirement that such Exchange Officials
previously must have served as an Exchange Governor. Further, the
proposal specifies that Exchange Officials who are appointed as Senior
Floor Officials would have the same authority and responsibilities as a
Floor Governor with respect to matters that arise on the floor and
require review or action by a Floor Governor or Senior Floor Official.
The Commission also notes that the proposed rule change would clarify
the status of Exchange Officials who are appointed as Senior Floor
Officials by specifying that these officials may not participate in
Board meetings except to the extent that they are invited to attend
such meetings. The Commission finds that the proposed rule change, as
amended, is consistent with Section 6(b) of the Act.\12\
---------------------------------------------------------------------------
\12\ 15 U.S.C. 78f(b).
---------------------------------------------------------------------------
It is therefore ordered, pursuant to Section 19(b)(2) of the
Act,\13\ that the proposed rule change (SR-Amex-2004-65), as amended,
be, and hereby is, approved.
---------------------------------------------------------------------------
\13\ 15 U.S.C. 78s(b)(2).
For the Commission, by the Division of Market Regulation,
pursuant to delegated Authority.\14\
---------------------------------------------------------------------------
\14\ 17 CFR 200.30,-3(a)(12).
---------------------------------------------------------------------------
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 05-7435 Filed 4-12-05; 8:45 am]
BILLING CODE 8010-01-M
