Self-Regulatory Organizations; American Stock Exchange LLC; Notice of Filing of Proposed Rule Change and Amendment No. 1 Thereto Relating to Dual Listing, 16839-16841 [E6-4828]
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Federal Register / Vol. 71, No. 64 / Tuesday, April 4, 2006 / Notices
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sroberts on PROD1PC70 with NOTICES
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18:55 Apr 03, 2006
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Dated: March 31, 2006.
R. Michelle Schroll,
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[FR Doc. 06–3258 Filed 3–31–06; 11:56 am]
BILLING CODE 7590–01–M
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–53563; File No. SR–Amex–
2005–125]
Self-Regulatory Organizations;
American Stock Exchange LLC; Notice
of Filing of Proposed Rule Change and
Amendment No. 1 Thereto Relating to
Dual Listing
March 29, 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 December
5, 2005, the American Stock Exchange
LLC (‘‘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 prepared by Amex. On March
21, 2006, Amex filed Amendment No. 1.
The Commission is publishing this
notice to solicit comments on the
proposed rule change, as amended, from
interested persons.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
Amex proposes to amend (i) Sections
140 and 141 of the Amex Company
Guide and the Amex Fee Schedule to
reduce the listing fees for companies
listed on another securities market that
dual list on the Amex, and (ii) Amex
Rule 118 to (a) include in the scope of
the Rule securities listed on the Nasdaq
Capital Market (formerly referred to as
the Nasdaq SmallCap Market,) 3
(‘‘NCM’’) and (b) accommodate the dual
listing of securities listed on the NCM
and the Nasdaq National Market
(‘‘NNM’’).4 NNM and NCM are tiers of
1 15
U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 See Securities Exchange Act Release No. 52489
(September 21, 2005), 70 FR 56948 (September 29,
2005)(SR–NASD–2005–108).
4 The instant proposed rule change is similar to
rules of the Nasdaq and PCX Equities, Inc.
(‘‘PCXE’’)(now known as NYSE Arca Equities, Inc.),
which address the dual listing of securities. Nasdaq
Rules 4510 and 4520 waive Nasdaq listing fees for
New York Stock Exchange listed companies that
dual list on Nasdaq. PCXE’s Schedule of Fees and
Charges for Exchange Services sets forth reduced
2 17
PO 00000
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Fmt 4703
Sfmt 4703
16839
The Nasdaq Stock Market, which is
operated by The Nasdaq Stock Market,
Inc. (NNM and NCM are collectively
referred to as ‘‘Nasdaq.’’) In addition,
the Exchange proposes minor, technical
changes to Amex Rules 7, 24, 109, 115,
126, 128A, 131, 135A, 156, 170, 190 and
205, and Sections 142 and 950 of the
Company Guide to reflect the proposed
changes to Amex Rule 118. The text of
the proposed rule change is available on
the Amex’s Web site at https://
www.amex.com, the Office of the
Secretary, Amex, 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. 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
In order to encourage the listing on
Amex of companies already listed on
another market, the Exchange proposes
to reduce the listing fees applicable to
such dual listing issuers and to make
appropriate rule changes to
accommodate the listing and trading on
Amex of issuers whose securities are
also listed on Nasdaq.
Specifically, the Exchange proposes to
amend (i) Sections 140 and 141 of the
Company Guide and the Fee Schedule
to reduce the initial and annual listing
fees for companies that dual list on
Amex, and (ii) Amex Rule 118 to
expand the scope of the Rule to cover
NCM securities and also to
accommodate the dual listing of Nasdaq
securities. The Exchange will make an
independent determination of whether
dual listing issuers satisfy all applicable
listing requirements and will require
such issuers to meet all applicable
Amex listing standards on a continuous
basis. Ultimately, the Exchange would
listing fees for dual listed securities, and PCXE Rule
1.1(aa) defines ‘‘Nasdaq Security’’ as any security
designated as an eligible security pursuant to the
UTP Plan (as defined below) that is either listed on
PCXE or as to which UTP (as defined below) have
been granted.
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Federal Register / Vol. 71, No. 64 / Tuesday, April 4, 2006 / Notices
encourage dual listed issuers to transfer
their listings to Amex.
(i) Fees. The Exchange proposes to
amend Section 140 (Original Listing
Fees) and Section 141 (Annual Listing
Fees) of the Company Guide and the Fee
Schedule to provide for reduced fees for
issuers listed on other markets that also
list on Amex. The discounted listing
fees for companies already listed on
another market are proposed as an
incentive to companies to compare the
services and quality of Amex market
without having to pay full listing fees on
both markets. In addition to providing
an opportunity to compare the services
and quality of the Amex market with
their current market, Amex believes that
dual listing on Amex with its auction
system should benefit investors and
shareholders by increasing liquidity,
reducing execution time, and narrowing
spreads. Amex believes the comparison
between executions on Amex and on the
other markets will enable companies to
assess the benefit of an Amex listing.
Amex believes that charging reduced
fees to dual listed issuers is warranted
for a number of reasons. Listed
companies are already familiar with the
regulatory and compliance requirements
of a listing regime. The Exchange will
conduct a full and independent review
of each dual listed issuer’s compliance
with Amex listing standards, however,
the probability that an application from
an issuer seeking to dually list will raise
regulatory and other compliance issues
is lower than for issuers not already
listed elsewhere. The Exchange believes
that the review of listing applications of
dually listed companies will in most
cases be less time-consuming and
present fewer issues than the review of
an application from an issuer not
already listed on another market despite
the fact that both reviews will be subject
to the same degree of regulatory
scrutiny. Also, companies listed on
another market will already have paid
initial listing fees and will be subject to
continued listing fees; Amex believes
that a reduction in the fees the Exchange
charges will encourage these companies
to apply for a listing on Amex, which
will, in turn, promote competition
among markets consistent with Section
11A(a)(1)(C)(ii) of the Act.5
Currently, initial listing fees range
from $40,000 to $65,000 depending on
the issuer’s aggregate total shares
outstanding. In addition, there is a onetime, non-refundable application
processing fee, which is $5,000, for
companies that do not have a stock or
warrant issue listed on the Amex. For
companies that dually list on Amex, the
5 15
U.S.C. 78k–1(a)(1)(C)(ii).
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Exchange proposes to charge 50% of the
applicable initial listing fee and
application processing fee.6 As a result,
for dual listed companies, the maximum
initial listing fee, including the
application processing fee, would be
$35,000 instead of $70,000. As noted
above, the Exchange believes that
applications from issuers already listed
on another U.S. market are likely to
present fewer regulatory and
compliance issues based on their prior
experience as a listed company and
therefore a lower fee is warranted.
Dual listed companies will be
required to meet all applicable Amex
listing standards on a continuing basis.
Annual fees currently range from
$16,500 to $34,000, depending on the
issuer’s aggregate total shares
outstanding. The Exchange proposes to
charge 50% of the annual fee for a
period of five years from the date of
initial listing for companies that dually
list on Amex. If, during the five-year
period, a dual listing issue subsequently
lists exclusively on Amex, the Exchange
will assess the standard annual fee
starting in the first full calendar year
following the change to an exclusive
listing. At the end of the five-year
period, Amex will assess, on a pro-rated
basis, the standard annual fee for the
balance of the then current calendar
year. Thereafter, Amex will assess the
standard annual fee.
The Exchange believes that it is
appropriate to charge dually listed
issuers an annual fee to cover the cost
of issuer services, including regulatory
oversight, but that reduced annual fees
for dual listed issuers are appropriate as
it would be inequitable to charge dually
listed issuers the full annual fee as they
are also paying these fees to another
market. The Exchange believes that such
a reduction serves as an incentive to
issuers, which by listing on a second
market are taking on another set of
regulations, to compare listing markets.
It also reflects the fact that dually listed
issuers are already subject to regulation
by another market and, the Exchange
believes, are likely to raise fewer
regulatory issues and therefore require
less staff time on an ongoing basis.
(ii) Amex Rules and Trading
Operations. While Amex rules do not
specifically contemplate dual listings,
with respect to companies listed on
another registered national securities
exchange, no changes to the rules, or to
trading operations, are required.
Securities listed on national securities
6 The $40,000 initial listing fee, including the
application processing fee, currently applicable to
non-U.S. companies listed on foreign stock
exchanges, will not be affected by the proposed rule
change.
PO 00000
Frm 00085
Fmt 4703
Sfmt 4703
exchanges (other than Nasdaq) are
designated as national market system
securities under the Consolidated
Quotation Service (‘‘CQ’’) and
Consolidated Tape Association (‘‘CTA’’)
national market system plans, just as are
other Amex-listed securities, so the dual
listing on Amex of securities listed on
such exchanges does not conflict with
existing Amex trading rules or
operations. Nasdaq securities, on the
other hand, are subject to a different set
of trading rules from those designated as
national market system securities under
the CQ and CTA plans.7 Amex proposes
changes to certain of its rules to clarify
how trading and reporting of
transactions in Nasdaq securities would
be accomplished.
Amex Rule 118 (Trading in Nasdaq
National Market Securities) currently
provides for the trading of NNM
securities pursuant to unlisted trading
privileges (‘‘UTP’’), in accordance with
provisions of the Joint Self-Regulatory
Organization Plan Governing the
Collection, Consolidation and
Dissemination of Quotation and
Transaction Information for NasdaqListed Securities Traded on Exchanges
on an Unlisted Trading Privileges Basis
(‘‘UTP Plan’’); however, Amex Rule 118
does not currently include NCM
securities. Amex proposes to amend the
definition of NNM securities in Amex
Rule 118 so that it will now include (i)
NCM securities and (ii) NNM and NCM
securities that are listed on the Amex.
As a result, the same provisions
applicable to NNM securities traded on
a UTP basis on Amex will cover NCM
securities traded on a UTP basis on
Amex and NNM and NCM securities
with dual listings on Amex including
Amex Rules 1, 3, 7, 24, 115, 118, 126,
170, 190 and 205, and Sections 142 and
950 of the Company Guide. For
example, Amex Rule 7 governing short
sales will not apply to dually listed
NNM or NCM securities.
The Exchange also proposes minor,
technical changes to Amex Rules 7, 24,
109, 115, 126, 128A, 131, 135A, 156,
170, 190 and 205, and Sections 142 and
950 of the Company Guide to reflect the
revised definition of NNM securities
and changes to Rule 11Ac1–1 under the
7 Based on the January 13, 2006 Commission
release regarding Nasdaq’s registration as a national
securities exchange, Nasdaq anticipates
commencing operations as an exchange on April 1,
2006. See Securities Exchange Act Release No.
53128 (January 13, 2006), 71 FR 3550 (January 23,
2006)(10–131). Nasdaq has indicated that the
trading rules regarding its quotation and trading
systems will remain essentially the same following
such registration as a national securities exchange.
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04APN1
Federal Register / Vol. 71, No. 64 / Tuesday, April 4, 2006 / Notices
Act.8 For example, the Exchange
proposes to amend Commentary .02 to
Amex Rule 115 to remove the
reproduced text of Rule 11Ac1–1 under
the Act.
2. Statutory Basis
Amex believes that the proposed rule
change is consistent with Section 6(b) of
the Act,9 in general, and furthers the
objectives of Sections 6(b)(4) 10 and
6(b)(5) of the Act,11 in particular, in that
it is designed to provide an equitable
allocation of reasonable dues, fees and
other charges among members and
issuers and other persons using the
Exchange’s facilities, and 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 regulating, clearing, settling,
processing information with respect to,
and facilitating transactions in
securities, 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, or to
regulate by virtue of any authority
conferred by the Act matters not related
to the purpose of the Act or the
administration of the Exchange.
B. Self-Regulatory Organization’s
Statement on Burden on Competition
Amex believes 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. Specifically, the
Exchange believes that the proposed
rule change will enhance competition
by allowing issuers listed on other
markets to add a listing on Amex
without being required to pay fees that
are duplicative of the fees already paid
to the other market.
C. Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received From
Members, Participants or Others
sroberts on PROD1PC70 with NOTICES
No written comments were solicited
or received with respect to the proposed
rule change.
8 See Securities Exchange Act Release No. 51808
(June 9, 2005); 70 FR 37496 (June 29, 2005)(S7–10–
04). 17 CFR 242.602.
9 15 U.S.C. 78f(b).
10 15 U.S.C. 78f(b)(4).
11 15 U.S.C. 78f(b)(5).
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18:55 Apr 03, 2006
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III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
Within 35 days of the date of
publication of this notice in the Federal
Register or within such longer period (i)
as the Commission may designate up to
90 days of such date if it finds such
longer period to be appropriate and
publishes its reasons for so finding or
(ii) as to which the Exchange consents,
the Commission will:
(A) By order approve such proposed
rule change, or
(B) Institute proceedings to determine
whether the proposed rule change
should be disapproved.
IV. Solicitation of Comments
Interested persons are invited to
submit written data, views, and
arguments concerning the foregoing,
including whether the proposed rule
change 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
No. SR–Amex–2005–125 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–2005–125. 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 such filing also will be
available for inspection and copying at
the principal office of the Exchange. All
comments received will be posted
PO 00000
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16841
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–2005–125 and
should be submitted on or before April
25, 2006.12
For the Commission, by the Division of
Market Regulation, pursuant to delegated
authority.
Nancy M. Morris,
Secretary.
[FR Doc. E6–4828 Filed 4–3–06; 8:45 am]
BILLING CODE 8010–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–53561; File No. SR–Amex–
2005–103]
Self-Regulatory Organizations;
American Stock Exchange LLC; Notice
of Filing of Proposed Rule Change and
Amendment Nos. 1, 2, 3 and 4 Thereto
Allowing Issuers of Listed Equity
Securities, Structured Products, and
Exchange Traded Funds a Right To
Request a New Specialist
March 29, 2006.
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 October
13, 2005, the American Stock Exchange
LLC (‘‘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 prepared by Amex. On
January 26, 2006, Amex filed
Amendment No. 1 to the proposed rule
change.3 On January 30, 2006, Amex
filed Amendment No. 2 to the proposed
rule change.4 On February 17, 2006,
Amex filed Amendment No. 3 to the
proposed rule change.5 On March 6,
2006, Amex filed Amendment No. 4 to
12 17
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
3 In Amendment No. 1, the Exchange proposed
further changes to Amex Rule 27(e) and (f) and
made revisions to the purpose section of the
proposed rule change.
4 In Amendment No. 2, the Exchange made
revisions to the purpose section of the proposed
rule change to discuss changes to the text of Amex
Rule 27(f) made in Amendment No. 1.
5 In Amendment No. 3, the Exchange proposed
further changes to Amex Rule 27(e) and (f) and
made revisions to the purpose section of the
proposed rule change.
1 15
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Agencies
[Federal Register Volume 71, Number 64 (Tuesday, April 4, 2006)]
[Notices]
[Pages 16839-16841]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E6-4828]
=======================================================================
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-53563; File No. SR-Amex-2005-125]
Self-Regulatory Organizations; American Stock Exchange LLC;
Notice of Filing of Proposed Rule Change and Amendment No. 1 Thereto
Relating to Dual Listing
March 29, 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 December 5, 2005, the American Stock Exchange LLC (``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 prepared by Amex. On March 21,
2006, Amex filed Amendment No. 1. The Commission is publishing this
notice to solicit comments on the proposed rule change, as amended,
from interested persons.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
Amex proposes to amend (i) Sections 140 and 141 of the Amex Company
Guide and the Amex Fee Schedule to reduce the listing fees for
companies listed on another securities market that dual list on the
Amex, and (ii) Amex Rule 118 to (a) include in the scope of the Rule
securities listed on the Nasdaq Capital Market (formerly referred to as
the Nasdaq SmallCap Market,) \3\ (``NCM'') and (b) accommodate the dual
listing of securities listed on the NCM and the Nasdaq National Market
(``NNM'').\4\ NNM and NCM are tiers of The Nasdaq Stock Market, which
is operated by The Nasdaq Stock Market, Inc. (NNM and NCM are
collectively referred to as ``Nasdaq.'') In addition, the Exchange
proposes minor, technical changes to Amex Rules 7, 24, 109, 115, 126,
128A, 131, 135A, 156, 170, 190 and 205, and Sections 142 and 950 of the
Company Guide to reflect the proposed changes to Amex Rule 118. The
text of the proposed rule change is available on the Amex's Web site at
https://www.amex.com, the Office of the Secretary, Amex, and at the
Commission's Public Reference Room.
---------------------------------------------------------------------------
\3\ See Securities Exchange Act Release No. 52489 (September 21,
2005), 70 FR 56948 (September 29, 2005)(SR-NASD-2005-108).
\4\ The instant proposed rule change is similar to rules of the
Nasdaq and PCX Equities, Inc. (``PCXE'')(now known as NYSE Arca
Equities, Inc.), which address the dual listing of securities.
Nasdaq Rules 4510 and 4520 waive Nasdaq listing fees for New York
Stock Exchange listed companies that dual list on Nasdaq. PCXE's
Schedule of Fees and Charges for Exchange Services sets forth
reduced listing fees for dual listed securities, and PCXE Rule
1.1(aa) defines ``Nasdaq Security'' as any security designated as an
eligible security pursuant to the UTP Plan (as defined below) that
is either listed on PCXE or as to which UTP (as defined below) have
been granted.
---------------------------------------------------------------------------
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. 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
In order to encourage the listing on Amex of companies already
listed on another market, the Exchange proposes to reduce the listing
fees applicable to such dual listing issuers and to make appropriate
rule changes to accommodate the listing and trading on Amex of issuers
whose securities are also listed on Nasdaq.
Specifically, the Exchange proposes to amend (i) Sections 140 and
141 of the Company Guide and the Fee Schedule to reduce the initial and
annual listing fees for companies that dual list on Amex, and (ii) Amex
Rule 118 to expand the scope of the Rule to cover NCM securities and
also to accommodate the dual listing of Nasdaq securities. The Exchange
will make an independent determination of whether dual listing issuers
satisfy all applicable listing requirements and will require such
issuers to meet all applicable Amex listing standards on a continuous
basis. Ultimately, the Exchange would
[[Page 16840]]
encourage dual listed issuers to transfer their listings to Amex.
(i) Fees. The Exchange proposes to amend Section 140 (Original
Listing Fees) and Section 141 (Annual Listing Fees) of the Company
Guide and the Fee Schedule to provide for reduced fees for issuers
listed on other markets that also list on Amex. The discounted listing
fees for companies already listed on another market are proposed as an
incentive to companies to compare the services and quality of Amex
market without having to pay full listing fees on both markets. In
addition to providing an opportunity to compare the services and
quality of the Amex market with their current market, Amex believes
that dual listing on Amex with its auction system should benefit
investors and shareholders by increasing liquidity, reducing execution
time, and narrowing spreads. Amex believes the comparison between
executions on Amex and on the other markets will enable companies to
assess the benefit of an Amex listing.
Amex believes that charging reduced fees to dual listed issuers is
warranted for a number of reasons. Listed companies are already
familiar with the regulatory and compliance requirements of a listing
regime. The Exchange will conduct a full and independent review of each
dual listed issuer's compliance with Amex listing standards, however,
the probability that an application from an issuer seeking to dually
list will raise regulatory and other compliance issues is lower than
for issuers not already listed elsewhere. The Exchange believes that
the review of listing applications of dually listed companies will in
most cases be less time-consuming and present fewer issues than the
review of an application from an issuer not already listed on another
market despite the fact that both reviews will be subject to the same
degree of regulatory scrutiny. Also, companies listed on another market
will already have paid initial listing fees and will be subject to
continued listing fees; Amex believes that a reduction in the fees the
Exchange charges will encourage these companies to apply for a listing
on Amex, which will, in turn, promote competition among markets
consistent with Section 11A(a)(1)(C)(ii) of the Act.\5\
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\5\ 15 U.S.C. 78k-1(a)(1)(C)(ii).
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Currently, initial listing fees range from $40,000 to $65,000
depending on the issuer's aggregate total shares outstanding. In
addition, there is a one-time, non-refundable application processing
fee, which is $5,000, for companies that do not have a stock or warrant
issue listed on the Amex. For companies that dually list on Amex, the
Exchange proposes to charge 50% of the applicable initial listing fee
and application processing fee.\6\ As a result, for dual listed
companies, the maximum initial listing fee, including the application
processing fee, would be $35,000 instead of $70,000. As noted above,
the Exchange believes that applications from issuers already listed on
another U.S. market are likely to present fewer regulatory and
compliance issues based on their prior experience as a listed company
and therefore a lower fee is warranted.
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\6\ The $40,000 initial listing fee, including the application
processing fee, currently applicable to non-U.S. companies listed on
foreign stock exchanges, will not be affected by the proposed rule
change.
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Dual listed companies will be required to meet all applicable Amex
listing standards on a continuing basis. Annual fees currently range
from $16,500 to $34,000, depending on the issuer's aggregate total
shares outstanding. The Exchange proposes to charge 50% of the annual
fee for a period of five years from the date of initial listing for
companies that dually list on Amex. If, during the five-year period, a
dual listing issue subsequently lists exclusively on Amex, the Exchange
will assess the standard annual fee starting in the first full calendar
year following the change to an exclusive listing. At the end of the
five-year period, Amex will assess, on a pro-rated basis, the standard
annual fee for the balance of the then current calendar year.
Thereafter, Amex will assess the standard annual fee.
The Exchange believes that it is appropriate to charge dually
listed issuers an annual fee to cover the cost of issuer services,
including regulatory oversight, but that reduced annual fees for dual
listed issuers are appropriate as it would be inequitable to charge
dually listed issuers the full annual fee as they are also paying these
fees to another market. The Exchange believes that such a reduction
serves as an incentive to issuers, which by listing on a second market
are taking on another set of regulations, to compare listing markets.
It also reflects the fact that dually listed issuers are already
subject to regulation by another market and, the Exchange believes, are
likely to raise fewer regulatory issues and therefore require less
staff time on an ongoing basis.
(ii) Amex Rules and Trading Operations. While Amex rules do not
specifically contemplate dual listings, with respect to companies
listed on another registered national securities exchange, no changes
to the rules, or to trading operations, are required. Securities listed
on national securities exchanges (other than Nasdaq) are designated as
national market system securities under the Consolidated Quotation
Service (``CQ'') and Consolidated Tape Association (``CTA'') national
market system plans, just as are other Amex-listed securities, so the
dual listing on Amex of securities listed on such exchanges does not
conflict with existing Amex trading rules or operations. Nasdaq
securities, on the other hand, are subject to a different set of
trading rules from those designated as national market system
securities under the CQ and CTA plans.\7\ Amex proposes changes to
certain of its rules to clarify how trading and reporting of
transactions in Nasdaq securities would be accomplished.
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\7\ Based on the January 13, 2006 Commission release regarding
Nasdaq's registration as a national securities exchange, Nasdaq
anticipates commencing operations as an exchange on April 1, 2006.
See Securities Exchange Act Release No. 53128 (January 13, 2006), 71
FR 3550 (January 23, 2006)(10-131). Nasdaq has indicated that the
trading rules regarding its quotation and trading systems will
remain essentially the same following such registration as a
national securities exchange.
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Amex Rule 118 (Trading in Nasdaq National Market Securities)
currently provides for the trading of NNM securities pursuant to
unlisted trading privileges (``UTP''), in accordance with provisions of
the Joint Self-Regulatory Organization Plan Governing the Collection,
Consolidation and Dissemination of Quotation and Transaction
Information for Nasdaq-Listed Securities Traded on Exchanges on an
Unlisted Trading Privileges Basis (``UTP Plan''); however, Amex Rule
118 does not currently include NCM securities. Amex proposes to amend
the definition of NNM securities in Amex Rule 118 so that it will now
include (i) NCM securities and (ii) NNM and NCM securities that are
listed on the Amex. As a result, the same provisions applicable to NNM
securities traded on a UTP basis on Amex will cover NCM securities
traded on a UTP basis on Amex and NNM and NCM securities with dual
listings on Amex including Amex Rules 1, 3, 7, 24, 115, 118, 126, 170,
190 and 205, and Sections 142 and 950 of the Company Guide. For
example, Amex Rule 7 governing short sales will not apply to dually
listed NNM or NCM securities.
The Exchange also proposes minor, technical changes to Amex Rules
7, 24, 109, 115, 126, 128A, 131, 135A, 156, 170, 190 and 205, and
Sections 142 and 950 of the Company Guide to reflect the revised
definition of NNM securities and changes to Rule 11Ac1-1 under the
[[Page 16841]]
Act.\8\ For example, the Exchange proposes to amend Commentary .02 to
Amex Rule 115 to remove the reproduced text of Rule 11Ac1-1 under the
Act.
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\8\ See Securities Exchange Act Release No. 51808 (June 9,
2005); 70 FR 37496 (June 29, 2005)(S7-10-04). 17 CFR 242.602.
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2. Statutory Basis
Amex believes that the proposed rule change is consistent with
Section 6(b) of the Act,\9\ in general, and furthers the objectives of
Sections 6(b)(4) \10\ and 6(b)(5) of the Act,\11\ in particular, in
that it is designed to provide an equitable allocation of reasonable
dues, fees and other charges among members and issuers and other
persons using the Exchange's facilities, and 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 regulating, clearing, settling, processing
information with respect to, and facilitating transactions in
securities, 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, or to regulate by virtue of any authority conferred by the Act
matters not related to the purpose of the Act or the administration of
the Exchange.
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\9\ 15 U.S.C. 78f(b).
\10\ 15 U.S.C. 78f(b)(4).
\11\ 15 U.S.C. 78f(b)(5).
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B. Self-Regulatory Organization's Statement on Burden on Competition
Amex believes 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. Specifically, the Exchange believes that the
proposed rule change will enhance competition by allowing issuers
listed on other markets to add a listing on Amex without being required
to pay fees that are duplicative of the fees already paid to the other
market.
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 with respect to the
proposed rule change.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
Within 35 days of the date of publication of this notice in the
Federal Register or within such longer period (i) as the Commission may
designate up to 90 days of such date if it finds such longer period to
be appropriate and publishes its reasons for so finding or (ii) as to
which the Exchange consents, the Commission will:
(A) By order approve such proposed rule change, or
(B) Institute proceedings to determine whether the proposed rule
change should be disapproved.
IV. Solicitation of Comments
Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change 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 rule-comments@sec.gov. Please include
File No. SR-Amex-2005-125 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-2005-125. 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 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-2005-125 and should be submitted on or before April
25, 2006.\12\
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\12\ 17 CFR 200.30-3(a)(12).
For the Commission, by the Division of Market Regulation,
pursuant to delegated authority.
Nancy M. Morris,
Secretary.
[FR Doc. E6-4828 Filed 4-3-06; 8:45 am]
BILLING CODE 8010-01-P