[Federal Register Volume 60, Number 244 (Wednesday, December 20, 1995)]
[Notices]
[Pages 65700-65701]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-30911]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-36578; File No. SR-Amex-95-48]
Self-Regulatory Organizations; Notice of Filing of Proposed Rule
Change by the American Stock Exchange, Inc. Relating to Revised Listing
Standards for Equity-Linked Notes
December 13, 1995.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''), 15 U.S.C. Sec. 78s(b)(1), notice is hereby given that on
December 5, 1995, the American Stock Exchange, Inc. (``Amex'' or
``Exchange'') filed with the Securities and Exchange Commission
(``Commission'') the proposed rule change as described in Items I, II
and III below, which Items have been prepared by the self-regulatory
organization. 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 amend Section 107B of the Amex Company Guide
to provide greater flexibility for the listing of Equity-Linked Notes
(``ELNs'').
The text of the proposed rule change is available at the Office of
the Secretary, Amex and at the Commission.
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 Amex 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 Amex has prepared summaries, set forth in Sections
A, B, and C below of the most significant aspects of such statements.
[[Page 65701]]
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
On May 20, 1993 and December 13, 1993, the SEC approved amendments
to Section 107 of the Amex Company Guide (``Section 107'') to provide
for the listing and trading of ELNs.\1\ ELNs are intermediate term,
nonconvertible, hybrid debt instruments, the value of which is linked
to the performance of a highly capitalized, actively traded U.S. common
stock (``linked security''). In order to list an ELNs product, Section
107B currently requires the linked security to meet one of the
following criteria:
\1\ See Securities Exchange Act Release Nos. 32345 (May 20,
1993) and 33328 (Dec. 13, 1993).
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Annual trading
Market capitalization volume
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$3 billion...................... and............... 2.5 million
shares.
$1.5 billion.................... and............... 20 million shares.
$500 million.................... and............... 80 million shares.
------------------------------------------------------------------------
Amex now proposes to amend Section 107(B) to provide for greater
flexibility in the listing criteria for ELNs. The proposed rule change
will lower the trading volume requirements criteria such that ELNs may
be listed where the linked security meets one of these revised
criteria:
------------------------------------------------------------------------
Annual trading
Market capitalization volume
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$3 billion...................... and............... 2.5 million
shares.
$1.5 billion.................... and............... 10 million shares.
$500 million.................... and............... 15 million shares.
------------------------------------------------------------------------
The Exchange believes this revision strikes an appropriate balance
between the Exchange's responsiveness to innovations in the securities
markets and its need to ensure the protection of investors and the
maintenance of fair and orderly markets. Moreover, the Exchange
believes that these changes will not have an adverse impact on the
markets for the underlying linked security in view of the requirements
that the linked security have a large minimum market capitalization and
a fairly large trading volume over the preceding twelve months. The
Exchange will continue to require that the issuer have a minimum
tangible net worth of $150 million and that the total issue price of
the ELNs combined with all of the issuers's other listed ELNs shall not
be greater than 25% of the issuer's tangible net worth at the time of
issuance. The rule change will also delete the current provision of the
rule that allows the Exchange to list ELNs that do not meet these
criteria if the Division of Market Regulation of the SEC concurs.
2. Statutory Basis
The basis under the Act for this proposed rule change is the
requirement under Section 6(b)(5) that an exchange have rules that are
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 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.
B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange believes 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
The Exchange has not solicited, and does not intend to solicit,
comments on this proposed rule change. The Exchange has not received
any unsolicited written comments from members or other interested
parties.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
Within 35 days of the 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 self-regulatory organization consents, the Commission will:
(A) By order approve the 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. Persons making written submissions
should file six copies thereof with the Secretary, Securities and
Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549.
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. Sec. 552, will be available for inspection and copying at
the Commission's Public Reference Section, 450 Fifth Street, NW.,
Washington, DC 20549. Copies of such filing will also be available for
inspection and copying at the principal office of the Amex. All
submissions should refer to File No. SR-Amex-95-48 and should be
submitted by January 10, 1996.
For the Commission, by the Division of Market Regulation,
pursuant to delegated authority.\2\
\2\ 17 CFR 200.30-3(a)(12)(1994).
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Jonathan G. Katz,
Secretary.
[FR Doc. 95-30911 Filed 12-19-95; 8:45 am]
BILLING CODE 8010-01-M
