[Federal Register Volume 63, Number 141 (Thursday, July 23, 1998)]
[Notices]
[Pages 39609-39610]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 98-19648]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-40223; File No. SR-Amex-98-26]
Self-Regulatory Organizations; Notice of Filing and Immediate
Effectiveness of Proposed Rule Change by the American Stock Exchange,
Inc. Relating to the Listed Company Filings With the Exchange
July 16, 1998.
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 July 8, 1998, 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, II
and III below, which Items have been prepared by the Amex. The
Commission is publishing this notice to solicit comments on the
proposed rule change from interested persons.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of
Substance of the Proposed Rule Change
The Amex proposes to amend Section 134, 1101 and 1102 of its
Company Guide to cease requiring listed companies to file with the
Exchange paper copies of material which they electronically file with
the Commission. The Exchange also proposes to amend Section 402, 610,
623, 701, 922, 930 and 940 of the Company Guide to reduce, in certain
instances, the number of copies of documents which must be filed with
the Exchange. The Exchange further proposes to amend Section 210 to
conform it to rule changes that the Commission adopted with respect to
SEC Form 8-A.\3\
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\3\ See Securities Exchange Act Release No. 38850 (July 18,
1997) 62 FR 39755 (July 24, 1997) (S7-15-96) (Adopting Phase 2
Recommendations of Task Force on Disclosure Simplification).
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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 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.
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
Under the Federal securities laws, companies listed on national
securities exchanges are required to file with the Commission and their
listed marketplace various reports including, for example, proxy
statements and annual and interim financial reports. The Exchange's
review of these filings plays a central role in the ongoing process of
monitoring corporate transactions as well as in evaluating compliance
with the Exchange's continued listing guidelines.
Over the past several years, the Commission has phased-in a
requirement that domestic issuers file their reports electronically
through the Commission's Electronic Data Gathering, Analysis, and
Retrieval (``EDGAR'') system although certain documents, such as annual
reports to shareholders, may, but are not required to be filed
electronically. Similarly, non-U.S. issuers may, but are not required
to, file electronically.
To relieve listed companies of the burden and cost of providing
separate paper copies of their SEC filings to the Exchange, the Amex is
proposing to amend Section 1101 of its Company Guide to provide that a
company which files any of the specified documents with the Commission
electronically will be deemed to have satisfied its comparable Exchange
filing requirement.\4\ The only exception will be for the EDGAR-
optional annual reports to shareholders. The Exchange believes that
since issuers' annual reports will continue to be mailed in hard copy
to shareholders, it will not be burdensome to the listed companies to
continue to provide paper copies to the Exchange. In addition, the Amex
believes this distinction is appropriate because annual reports often
contain relevant material which is not susceptible to electronic
transmission.
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\4\ The Amex represents that its ``Guide to Filing
Requirements'' will be similarly amended.
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Implementation of this proposal also requires that the Commission
provide ``no action'' relief from the statutory requirements that
exchange-listed issuers file copies of their filings directly with
their marketplaces. The Exchange is submitting a request for such
relief under separate cover.\5\
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\5\ The proposed rule change, although immediately effective
pursuant to Section 19(b)(3)(A), will not be implemented until the
Exchange receives approval from the Commission of its related
request for no action relief.
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The Exchange believes that elimination of paper filings with the
Exchange will not impair the Exchange's regulatory process since the
Amex has a contractual arrangement with a commercial vendor which
provides real-time access to the EDGAR
[[Page 39610]]
system \6\ and will use that access to continue to monitor and review
SEC filings made by listed companies.
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\6\ The Exchange represents that it has obtained real-time
access to all EDGAR filings made by Exchange-listed companies
through a ``Level 1'' subscription with a commercial vendor.
Telephone conversation between Claudia Crowley, Special Counsel,
Amex, and Deborah Flynn, Division of Market Regulation, Commission,
on July 16, 1998.
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The Exchange is also proposing to reduce, in certain instances, the
number of copies which still need to be filed with the Exchange.\7\ In
addition, the Exchange is proposing to eliminate Section 1102 (and the
reference to that section in Section 134) because part of Section 1102
is redundant of provisions otherwise found in the Company Guide and the
balance more logically falls within Section 1101.
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\7\ The Commission notes that listed companies will continue to
have to file with the Amex paper copies of certain documents that
are not required by the Commission to be filed through EDGAR. Such
documents include, for example, notices to shareholders and press
release.
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Finally, the Exchange is proposing to amend Section 210 to conform
it to amendments which were adopted by the Commission with respect to
SEC Form 8-A.\8\
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\8\ See note 3, supra.
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2. Statutory Basis
The Amex believes the proposed rule change is consistent with the
requirements of Section 6(b)(5) of the Act \9\ in general and furthers
the objectives of Section 6(b)(5) \10\ 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
a national market system, and to protect investors and the public
interest.
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\9\ 15 U.S.C. 78f.
\10\ 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 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
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
The foregoing rule change constitutes a stated policy, practice, or
interpretation with respect to the meaning, administration, or
enforcement of an existing rule of the Exchange and therefore, has
become effective pursuant to Section 19(b)(3)(A)(i) of the Act,\11\ and
subparagraph (e) of Rule 19b-4 thereunder.\12\ The Amex will not
implement the proposed rule change until the Commission approves the
Exchange's related request for no action relief providing, among other
things, that exchange-listed issuers filing documents electronically
through the EDGAR system need not file hard copies with the Exchange.
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\11\ 15 U.S.C. 78s(b)(3)(A)(i).
\12\ 17 CFR 240.19b-4.
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At any time within 60 days of the filing of such 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
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. 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 submissions, 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, 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 NYSE. All submissions should
refer to File No. SR-Amex-98-26 and should be submitted by August 13,
1998.
For the Commission, by the Division of Market Regulation,
pursuant to delegated authority.\13\
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\13\ 17 CFR 200.30-3(a)(12).
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Jonathan G. Katz,
Secretary.
[FR Doc. 98-19648 Filed 7-22-98; 8:45 am]
BILLING CODE 8010-01-M
