[Federal Register Volume 61, Number 43 (Monday, March 4, 1996)]
[Notices]
[Pages 8313-8315]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-4884]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-36888; File No. SR-Amex-96-07]
Self-Regulatory Organizations; Notice of Filing and Immediate
Effectiveness of Proposed Rule Change by the American Stock Exchange,
Inc. Relating to Minor Corrections to the Exchange's Company Guide
February 26, 1996.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''),\1\ notice is hereby given that on February 5, 1996, 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. On February 15,
and February 26, 1996, the Exchange submitted Amendments No. 1 and 2 to
the proposed rule change to the Commission.\2\ The Commission is
[[Page 8314]]
publishing this notice to solicit comments on the proposed rule change
from interested persons.
\1\ 15 U.S.C. 78s(b)(1).
\2\ Amendment No. 1 corrected the proposed renumbering of
existing Item 6 of Section 212 of the Company Guide and redesignated
the proposed rule change as a ``noncontroversial'' filing under
Section 19(b)(3)(A) and Rule 19b-4(e)(6)(iii) thereunder. See Letter
dated February 15, 1996, from Claudia Crowley, Special Counsel,
Amex, to Glen Barrentine, Senior Counsel/Team Leader, SEC. Amendment
No. 2 further amends Section 212 by moving from Item 3(b) to Item 1
the requirement that applicants for listing indicate the number of
shares outstanding of any class of stock that is not being listed,
the quantity of shares reserved for future issuance, and the purpose
for which such shares have been reserved. See Letter dated February
26, 1996, from Claudia Crowley, Special Counsel, Amex, to Glen
Barrentine, Senior Counsel/Team Leader, SEC.
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I. Self-Regulatory Organization's Statement of the Terms of
Substance of the Proposed Rule Change
The Exchange is proposing to make several minor corrections to its
Company Guide. 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 IV 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
The Exchange is proposing to make several minor corrections to its
Company Guide. First, Section 108 is being amended to delete its
prohibition against listing voting trust certificates. With the
adoption of the uniform voting rights policy on December 19, 1994,
which eliminated the Exchange's prohibition against listing non-voting
stock, the Exchange believes that it is no longer appropriate to retain
this restriction as to voting trust certificates because such
certificates may be eligible for listing if the issuer is otherwise in
conformance with the policy. Due to an oversight, Section 108 was not
amended at the time Section 122 was amended to adopt the uniform voting
rights policy.\3\
\3\ The Commission notes that the Amex would have to apply its
voting rights policy in Section 122 to voting trusts.
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Second, Section 140 of the Company Guide is being amended to delete
the reference to ``long-term'' warrants. All warrants listed on the
Exchange are subject to the same fee schedule, and the inadvertent
inclusion of the phrase ``long-term'' is confusing to issuers.
Third, Section 212 of the Company Guide is being corrected to
delete several superfluous items. The Exchange no longer requires that
the information referenced in Items 3(a), 4 and 5 be included in a
listing application because such information is contained in other
documents submitted by listing applicants in connection with the
application. The requirement that this information be reiterated on the
listing application is unduly confusing to listing applicants.
Additionally, the requirement in Item 6 that the applicant's corporate
seal be affixed to the certificate submitted in connection with the
application is being deleted because the use of a corporate seal is not
necessary to authenticate the officer's signature on the certificate,
and some companies no longer have corporate seals.
Finally, as a result of the above deletions to Section 212, two
additional changes are being made. First, the requirement that
applicants for listing indicate the number of shares outstanding of any
class of stock that is not being listed, the quantity of shares
reserved for future issuance, and the purpose for which such shares
have been reserved is being moved from Item 3(b) to Item 1. Second,
Item 6 is being renumbered as Item 3.
2. Statutory Basis
The proposed rule change is consistent with Section 6(b) of the Act
\4\ in general and furthers the objectives of Section 6(b)(5) \5\ in
particular in that it is designed to foster cooperation and
coordination with persons engaged in regulating and processing
information with respect to transactions in securities.
\4\ 15 U.S.C. 78f(b).
\5\ 15 U.S.C. 78f(b)(5).
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B. Self-Regulatory Organization's Statement on Burden on Competition
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.
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 on
the proposed rule change.
III. Date of Effectiveness of the Proposed Rule Change and Timing
for Commission Action
Because the foregoing proposed rule change: (1) Does not
significantly affect the protection of investors or the public
interest; (2) does not impose any significant burden on competition;
and (3) the Exchange provided the Commission with written notice of its
intent to file the proposed rule change at least five business days
prior to the filing date, it has become effective pursuant to Section
19(b)(3)(A) of the Act \6\ and Rule 19b-4(e)(6) thereunder.\7\
\6\ 15 U.S.C. 78s(b)(3)(A).
\7\ 17 CFR 240.19b-4(e)(6).
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A proposed rule change filed under Rule 19b-4(e)\8\ does not become
operative prior to thirty days after the date of filing or such shorter
time as the Commission may designate if such action is consistent with
the protection of investors and the public interest. In order for the
Exchange to include the proposed rule changes in its pending printing
of the Company Guide, the Amex has requested that the Commission
accelerate the implementation of the proposed rule change so that it
may take effect prior to the thirty days specified under Rule 19b-
4(e)(iii).\9\ The Commission finds that the proposed rule change is
consistent with the protection of investors and the public interest and
therefore has determined to make the proposed rule change operative as
of the date of this order.
\8\ 17 CFR 240.19b-4(e).
\9\ 17 CFR 240.19b-4(e)(6)(iii).
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[[Page 8315]]
At any time within 60 days of the filing of the proposed rule
change, the Commission may summarily abrogate such rule change if it
appears to the Commission that such action is necessary or appropriate
in the public interest, for the protection of investors, or otherwise
in furtherance of the purposes of the Act.
IV. Solicitation of Comments
Intersted persons are invited to submit written data, views, and
arguments concerning the foregoing. Persons making written submissions
should file six opies thereof with the Secretary, Securities and
Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 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, 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-96-07 and should be
submitted by March 25, 1996.
For the Commission, by the Division of Market Regulation,
pursuant to delegated authority.\10\
\10\ 17 CFR 200.30-3(a)(12).
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Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 96-4884 Filed 3-1-96; 8:45 am]
BILLING CODE 8010-01-M
