[Federal Register Volume 61, Number 188 (Thursday, September 26, 1996)]
[Notices]
[Pages 50525-50527]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-24702]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-37704; File No. SR-Amex-96-33]
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
September 19, 1996.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''),\1\ notice is hereby given that on September 13, 1996, 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 and II 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 and to grant accelerated approval to the
proposed rule change.
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\1\ 15 U.S.C. 78s(b)(1).
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[[Page 50526]]
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Amex is proposing an extension, until November 15, 1996, of a
pilot program that amended Exchange Rule 170 to permit a specialist to
effect a liquidating transaction on a zero minus tick,\2\ in the case
of a ``long'' position, or a zero plus tick,\3\ 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.
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\2\ 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.
\3\ 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 July 17, 1996, the Commission approved an extension until
September 23, 1996 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.\4\ 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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\4\ Securities Exchange Act Release No. 37448 (July 17, 1996),
61 FR 38487 (``July 1996 Approval Order'') (approving File No. SR-
Amex-96-16).
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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 that 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 dealer on the
opposite side of the market after a liquidating transaction has been
strengthened.
In order to permit the Exchange and Commission staff to review
certain issues associated with the pilot program, the Exchange is
proposing to extend the pilot program until November 15, 1996.
2. Statutory Basis
The Exchange believes the proposed rule change is consistent with
Section 6(b) of the Act \5\ in general and furthers the objections of
Section 6(b)(5) \6\ 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
\7\ which allows exchanges to promulgate rules relating to specialists
in order to maintain fair and orderly markets.
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\5\ 15 U.S.C. 78f(b).
\6\ 15 U.S.C. 78f(b)(5).
\7\ 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 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 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-96-33 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 November 15, 1996, 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)
\8\ requirements that the rules of an exchange be designed to promote
just and 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 \9\ and Rule
11b-1 \10\ thereunder, which allow exchanges to promulgate rules
relating to specialists in order to maintain fair and orderly markets.
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\8\ 15 U.S.C. 78f(b)(5).
\9\ 15 U.S.C. 78k(b).
\10\ 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.\11\ The proposed rule change, filed as a one-year pilot
program, amended Amex Rule 170 to permit specialists to ``reliquify'' 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
[[Page 50527]]
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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\11\ See Securities Exchange Act Release No. 33957 (Apr. 22,
2994), 59 FR 22188 (``1994 Approval Order'') (approving File No. SR-
Amex-92-26). See also Securities Exchange Act Release No. 35635
(Apr. 21, 1995), 60 FR 20780 (``April 1995 Approval Order'')
(approving File No. SR-Amex-95-11); Securities Exchange Act Release
No. 36014 (July 21, 1995), 60 FR 3887 (``July 1995 Approval Order'')
(approving File No. SR-Amex-95-19); July 1996 Approval Order, supra
note 4.
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After the liquidation, the specialist is required to reenter 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, at a minimum, his
or her usual level of dealer participation in the specialty 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 1994 Approval Order, the Commission requested that the Amex
submit a report setting forth the criteria developed by the Exchange to
determine whether any reliquifications by specialists were necessary
and appropriate in connection with fair and orderly markets.\12\ 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 both
of the 1995 approval orders, the Commission requested that the Amex
continue to monitor the pilot and update its report where
appropriate.\13\ 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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\12\ See 1994 Approval Order, supra note 11.
\13\ See April 1995 Approval Order and July 1995 Approval Order,
supra note 11.
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The Amex submitted its reports concerning the pilot program to the
Commission in May 1995 and April 1996. As noted above, the Amex
believes the pilot procedures appear to be working well in enabling
specialists to reliquify 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 liquifying transactions when
appropriate.
The Commission also agrees with the Exchange's assertion that
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.\14\
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\14\ Failure to obtain the required Floor Official approval when
establishing, increasing, or liquidating a position should be
enforced by the Exchange through its Minor Rule Violation Fine
System unless more serious action is warranted through full
disciplinary proceedings. See Amex Rule 590.
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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,\15\ and no comments
have been received. Furthermore, the Commission approved a similar rule
change for the NYSE also without receiving comments on the
proposal.\16\ For these reasons, the Commission finds that accelerating
approval of the proposed rule change is consistent with Section
19(b)(2) of the Act.\17\ 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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\15\ See 1994 Approval Order, supra note 11; April 1995 Approval
Order, supra note 11; July 1995 Approval Order, supra note 11; July
1996 Approval Order, supra note 4.
\16\ See Securities Exchange Act Release No. 31797 (Jan. 29,
1993), 58 FR 7277 (approving File No. SR-NYSE-92-20).
\17\ 15 U.S.C. 78s(b)(2).
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V. Conclusion
It is therefore ordered, pursuant to Section 19(b)(2) of the
Act,\18\ that the proposed rule change (SR-Amex-96-33) is approved for
a pilot period ending on November 15, 1996.
\18\ 15 U.S.C. 78s(b)(2).
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For the Commission, by the Division of Market Regulation,
pursuant to delegated authority.\19\
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\19\ 17 CFR 200.30-3(a)(12).
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Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 96-24702 Filed 9-25-96; 8:45 am]
BILLING CODE 8010-01-M
