97-4527. Self-Regulatory Organizations; Notice of Filing of, and Order Granting Accelerated Approval to, Proposed Rule Change by the American Stock Exchange, Inc. Relating to a Pilot Program for Execution of Specialists' Liquidating Transactions  

  • [Federal Register Volume 62, Number 37 (Tuesday, February 25, 1997)]
    [Notices]
    [Pages 8464-8466]
    From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
    [FR Doc No: 97-4527]
    
    
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    SECURITIES AND EXCHANGE COMMISSION
    
    [Release No. 34-38299; File No. SR-Amex-97-01]
    
    
    Self-Regulatory Organizations; Notice of Filing of, and Order 
    Granting Accelerated Approval to, Proposed Rule Change by the American 
    Stock Exchange, Inc. Relating to a Pilot Program for Execution of 
    Specialists' Liquidating Transactions
    
    February 18, 1997.
        Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
    (``Act''),\1\ notice is hereby given that on January 13, 1997, the 
    American Stock Exchange, Inc. (``Amex'' or ``Exchange'') filed with the 
    Securities and Exchange Commission (``SEC'' or ``Commission'') the 
    proposed rule change as described in Items I and II below, which Items 
    have been prepared by the self-regulatory organization. The Exchange 
    submitted Amendment No. 1 on February 14, 1997.\2\ The Commission is 
    publishing this notice to solicit comments on the proposed rule change 
    from interested persons and to grant accelerated approval to the 
    proposed rule change.
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        \1\ 15 U.S.C. 78s(b)(1).
        \2\ See letter from Claudia Crowley, Special Counsel, Amex, to 
    Anthony P. Pecora, Attorney, Division of Market Regulation, SEC, 
    dated February 14, 1997 (``Amendment No. 1''). Amendment No. 1 
    modified the proposed rule change by granting the Commission the 
    authority to extend the specialist liquidating pilot program for up 
    to three weeks as an alternative to permanent approval of the pilot 
    program.
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    I. Self-Regulatory Organization's Statement of the Terms of Substance 
    of the Proposed Rule Change
    
        The Amex is proposing permanent approval of the pilot program that 
    amended Exchange Rule 170 to permit a specialist to effect a 
    liquidating transaction on a zero minus tick,\3\ in the case of a 
    ``long'' position, or a zero plus tick,\4\ when covering a ``short'' 
    position, without Floor Official approval. The pilot program also 
    amended Rule 170 to set forth the affirmative action that specialists 
    are required to take subsequent to effecting various types of 
    liquidating transactions. In the alternative, the Exchange is 
    requesting a three-week extension of the pilot program.
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        \3\ A zero minus tick is a price equal to the last sale where 
    the last preceding transaction at a different price was at a higher 
    price.
        \4\ A zero plus tick is a price equal to the last sale where the 
    last preceding transaction at a different price was at a lower 
    price.
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        The text of the proposed rule change is available at the Office of 
    the Secretary, the 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 self-regulatory organization 
    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 III below. The self-regulatory 
    organization 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
        On November 15, 1996, the Commission approved an extension until 
    February 14, 1997 of a pilot program that amended Exchange Rule 170 to 
    permit a specialist to effect a liquidating transaction on a zero minus 
    tick, in the case of a ``long'' position, or a zero plus tick, when 
    covering a ``short'' position, without Floor Official approval.\5\ The 
    amendments also set forth the affirmative action that specialists are 
    required to take subsequent to effecting various types of liquidating 
    transactions.
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        \5\ Securities Exchange Act Release No. 37958 (Nov. 15, 1996), 
    61 FR 59476 (approving File No. SR-Amex-96-42) (``November 1996 
    Approval Order'').
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        During the course of the pilot program, the Exchange has monitored 
    compliance with the requirements of the Rule, and its findings in this 
    regard have been forwarded to the Commission under separate cover. The 
    Amex believes the amendments have provided specialists with flexibility 
    in liquidating specialty stock positions in order to facilitate their 
    ability to maintain fair and orderly markets, particularly during 
    unusual market conditions. In addition, the specialist's concomitant 
    obligation to participate as a dealer on the opposite side of the 
    market after a liquidating transaction has been strengthened.
        The Exchange is therefore proposing permanent approval of the 
    amendments to Rule 170 or, in the alternative, a three-week extension 
    of the pilot program.
    2. Statutory Basis
        The Exchange believes the proposed rule change is consistent with 
    Section 6(b) of the Act \6\ in general and furthers the objectives of 
    Section 6(b)(5) \7\ in particular in that it is designed to promote 
    just and equitable principles of trade, remove impediments to and 
    perfect the mechanism of a free and open market, and, in general, 
    protect investors and the public interest. The Exchange also believes 
    the proposed rule change is consistent with Section 11(b) of the Act 
    \8\ which allows exchanges to promulgate rules relating to specialists 
    in order to maintain fair and orderly markets.
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        \6\ 15 U.S.C. 78f(b).
        \7\ 15 U.S.C. 78f(b)(15).
        \8\ 15 U.S.C. 78k(b).
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    B. Self-Regulatory Organization's Statement on Burden on Competition
    
        The Exchange believes the proposed rule change will impose no 
    burden on competition.
    
    C. Self-Regulatory Organization's Statement on Comments on the Proposed 
    Rule Change Received from Members, Participants, or Others
    
        The Exchange has neither solicited nor received written comments 
    with respect to the proposed rule change.
    
    III. 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, N.W., Washington, D.C. 20549. 
    Copies of the
    
    [[Page 8465]]
    
    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, N.W., 
    Washington, D.C. 20549. Also, copies of such filing will be available 
    for inspection and copying at the principal office of the Amex. All 
    submissions should refer to File No. SR-Amex-97-01 and should be 
    submitted by [insert date 21 days from date of publication].
    
    IV. Commission's Findings and Order Granting Accelerated Approval to 
    the Proposed Rule Change
    
        The Commission finds that the Exchange's proposal to extend its 
    pilot program concerning the execution of specialists' liquidating 
    transactions until March 7, 1997, is consistent with the requirements 
    of the Act and the rules and regulations thereunder applicable to a 
    national securities exchange. Specifically, the Commission believes the 
    proposal is consistent with the Section 6(b)(5) \9\ requirements that 
    the rules of an exchange be designed to promote just the equitable 
    principles of trade, to remove impediments to and perfect the mechanism 
    of a free and open market, and, in general, to protect investors and 
    the public interest. The Commission also believes the proposal is 
    consistent with Section 11(b) of the Act \10\ and Rule. 11b-1 \11\ 
    thereunder, which allow exchanges to promulgate rules relating to 
    specialists in order to maintain fair and orderly markets.
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        \9\ 15 U.S.C. 78f(b)(5).
        \10\ 15 U.S.C. 78k(b).
        \11\ 17 CFR 240.11b-1.
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        The Exchange originally proposed to amend Amex Rule 170 in File No. 
    SR-Amex-92-26.\12\ The proposed rule change, filed as a one-year pilot 
    program, amended Amex Rule 170 to permit specialists to ``reliquidate'' 
    a dealer position by selling stock on a direct minus tick or by 
    purchasing stock on a direct plus tick, but only if such transactions 
    are reasonably necessary for the maintenance of a fair and orderly 
    market and only if the specialist has obtained the prior approval of a 
    Floor Official. Under the pilot program, a specialist, also may sell 
    ``long'' on a zero minus tick, or by purchasing on a zero plus tick to 
    cover a ``short'' position, without Floor Official approval. Although 
    liquidations on a zero minus or on a zero plus tick can be effected 
    under the pilot procedures without a Floor Official's prior approval, 
    such liquidations are still subject to the restriction that they be 
    effected only when reasonably necessary to maintain a fair and orderly 
    market. In addition, the specialist must maintain a fair and orderly 
    market during the liquidation.
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        \12\ See Securities Exchange Act Release No. 33957 (Apr. 22, 
    1994), 59 FR 22188 (``April 1994 Approval Order'') (approving File 
    No. SR-Amex-92-26). See also Securities Exchange Act Release No. 
    35635 (Apr. 21), 1995), 60 FR 20780 (approving File No. SR-Amex-95-
    11); Securities Exchange Act Release No. 36014 (July 21, 1995), 60 
    FR 38870 (approving File No. SR-Amex-95-19); Securities Exchange Act 
    Release No. 37448 (July 17, 1996), 61 FR 38487 (approving File No. 
    SR-Amex-96-19); Securities Exchange Act Release No. 37704 (Sept. 19, 
    1996), 61 FR 50525 (approving File No. SR-Amex-96-33); November 1996 
    Approval Order, supra note 5.
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        After the liquidation, the specialist is required to re-enter the 
    market on the opposite side of the market from the liquidating 
    transaction to offset any imbalances between supply and demand. During 
    any period of volatile or unusual market conditions resulting in 
    significant price movement in a specialist's specialty stock, the 
    specialist's re-entry into the market must reflect, a minimum, his or 
    her usual level of dealer participation in the speciality stock. In 
    addition, during such periods of volatile or unusual price movements, 
    re-entry into the market following a series of transactions must 
    reflect a significant level of dealer participation.
        In the April 1994 Approval Order, the Commission requested that the 
    Amex Submit a report setting forth the criteria developed by the 
    Exchange to determine whether any reliquidation by specialist were 
    necessary and appropriate in connection with fair and orderly 
    markets.\13\ The Commission also asked, among other things, that the 
    Exchange provide information regarding the Exchange's monitoring of 
    liquidation transactions effected by specialists on any destabilizing 
    tick. In all of the approval orders, the Commission requested that the 
    Amex continue to monitor the pilot and update its report where 
    appropriate.\14\ In particular, the Commission asked the Amex to report 
    any noncompliance with the Rule and the action the Amex took as a 
    result of such noncompliance.
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        \13\ See 1994 Approval Order, supra note 12.
        \14\ See supra note 12.
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        The Amex submitted its reports concerning the pilot program to the 
    Commission in May 1995, April 1996, and January 1997. As noted above, 
    the Amex believes the pilot procedures appear to be working well in 
    enabling specialists to reliquidate appropriately to meet the needs of 
    the market. After reviewing the data, the Commission agrees with the 
    Exchange that the pilot program generally is working well. In 
    particular, the Commission believes the report indicates that 
    specialists generally are entering the aftermarket after effecting 
    liquidating transactions when appropriate.
        Nevertheless, the Commission believes certain issues concerning the 
    pilot program need to be revisited before permanent approval can be 
    granted. In this regard, the Exchange should continue to emphasize the 
    requirements of Amex Rule 170, including the necessity for Floor 
    Official approval of specialists' purchases and sales on direct plus or 
    minus ticks and that such transactions can only be effected if 
    reasonably necessary for the maintenance of fair and orderly markets. 
    In addition, where proper procedures are not followed, the Amex should 
    take appropriate disciplinary action.\15\
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        \15\ All ``nonsubstantive'' violations of this rule (e.g., 
    failure to obtain the required Floor Official approval when such 
    approval, if sought, would have been granted) should be referred to 
    the Minor Floor Violation Disciplinary Committee, as required by 
    Amex Rule 590. Also, as the Amex has indicated previously, all 
    ``substantive'' violations of this rule (e.g., failure to properly 
    reenter the market or failure to obtain the required Floor Official 
    approval when such approval, if sought, would not have been granted) 
    will be dealt with according to the Exchange's formal disciplinary 
    procedures.
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        The Commission finds good cause for approving the proposed rule 
    change prior to the thirtieth day after the date of publication of 
    notice of filing thereof. This will permit the pilot program to 
    continue on an uninterrupted basis. In addition, the Exchange proposes 
    to continue using the identical procedures contained in the pilot 
    program. These procedures have been published in the Federal Register 
    on several occasions for the full comment period,\16\ and no comments 
    have been received. Furthermore, the Commission approved a similar rule 
    change for the NYSE also without receiving comments on the 
    proposal.\17\ For these reasons, the Commission finds that accelerating 
    approval of the proposed rule change is consistent with Section 
    19(b)(2) of the Act.\18\ Any requests to modify this pilot program, to 
    extend its effectiveness, or to seek permanent approval for the pilot 
    program also should include an update on the disciplinary actions taken 
    for violations of these procedures.
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        \16\ See supra note 12 and November 1996 Approval Order supra 
    note 5.
        \17\ See Securities Exchange Act Release No. 31797 (Jan. 29, 
    1993), 58 FR 7277 (approving File No. SR-NYSE-92-20).
        \18\ 15 U.S.C. 78s(b)(2).
    
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    [[Page 8466]]
    
    V. Conclusion
    
        It is therefore ordered, pursuant to Section 19(b)(2) of the 
    Act,\19\ that the proposed rule change (SR-Amex-97-01), as amended, is 
    approved for a pilot period ending on March 7, 1997.
    
        \19\ Id.
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        For the Commission, by the Division of Market Regulation, 
    pursuant to delegated authority.\20\
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        \20\ 17 CFR 200.30-3(a)(12).
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    Margaret H. McFarland,
    Deputy Secretary.
    [FR Doc. 97-4527 Filed 2-24-97; 8:45 am]
    BILLING CODE 8010-01-M
    
    
    

Document Information

Published:
02/25/1997
Department:
Securities and Exchange Commission
Entry Type:
Notice
Document Number:
97-4527
Pages:
8464-8466 (3 pages)
Docket Numbers:
Release No. 34-38299, File No. SR-Amex-97-01
PDF File:
97-4527.pdf