

[Federal Register: October 25, 2005 (Volume 70, Number 205)]
[Notices]               
[Page 61670-61671]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr25oc05-94]                         


[[Page 61670]]

-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-52630; File No. SR-Amex-2005-097]

 
Self-Regulatory Organizations; American Stock Exchange LLC; 
Notice of Filing of Proposed Rule Change Relating to the Amex Listing 
Agreement

October 18, 2005.
    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 September 29, 2005, the American Stock Exchange LLC (``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 Exchange. The 
Commission is publishing this notice to solicit comments on the 
proposed rule change from interested persons.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to adopt a modified Amex Listing Agreement 
for the purpose of (i) combining the two forms of Amex Listing 
Agreements presently available into one form of Amex Listing Agreement 
to be submitted to the Exchange by all issuers in connection with a 
listing application; (ii) eliminating a representation by issuers of 
structured products, exchange-traded funds, trust issued receipts and 
other novel securities products regarding third party claims; and (iii) 
making certain minor, non-substantive changes to the Amex Listing 
Agreement.
    The text of the proposed rule change is available on the Amex's Web 
site, http://www.amex.com, at the Amex's principal office, and at the 

Commission's Public Reference Room.

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 proposal. The text of these 
statements may be examined at the places specified in Item IV below. 
The Exchange 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 the 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    To list on the Exchange, an issuer must execute an Amex Listing 
Agreement in connection with its listing application. The Exchange 
currently has two forms of Amex Listing Agreements: (i) A listing 
agreement for securities listed pursuant to sections 106 (Currency and 
Index Warrants) and 107 (Other Securities) of the Amex Company Guide 
and pursuant to Amex Rules 1000 (Portfolio Depositary Receipts), 1000A 
(Index Fund Shares) and 1200 (Trust Issued Receipts) (the ``Other 
Securities Listing Agreement'') and (ii) a listing agreement for all 
other securities (the ``Basic Securities Listing Agreement''). The 
Exchange proposes to consolidate the two forms of Amex Listing 
Agreements into one form for issuers of all types of securities.
    The Other Securities Listing Agreement and Basic Securities Listing 
Agreement differ in only one respect: In paragraph (4) of the Other 
Securities Listing Agreement (``Paragraph (4)''), issuers represent 
that they will not implead, cross-claim against or sue the Exchange or 
its affiliates as a result of third party claims against the issuer. 
The Exchange created the Other Securities Listing Agreement in 2002 \3\ 
to address concerns about the Exchange's potential legal exposure, 
particularly in the area of intellectual property rights associated 
with exchange-traded funds, HOLDRs and other structured products. The 
adoption of Paragraph (4) reflected the position that, even though the 
Exchange's sole involvement with any particular product is that it 
approved the product for listing and that the securities trade on the 
Exchange, it was foreseeable that litigation relating to the products 
could include the Exchange as a defendant and that the inclusion of 
Paragraph (4) in the listing agreement might reduce the Exchange's 
legal exposure and litigation in some circumstances.
---------------------------------------------------------------------------

    \3\ See Securities Exchange Act Release No. 46451 (September 10, 
2002), 67 FR 57468 (September 3, 2002) (SR-Amex-2002-46).
---------------------------------------------------------------------------

    The Exchange now proposes to delete Paragraph (4) from the Amex 
Listing Agreement. The Exchange believes that none of the listing 
agreement forms provided by other exchanges contain a provision similar 
to Paragraph (4). The Exchange believes that modification of the Amex 
Listing Agreement to more closely resemble the listing agreements 
provided by other exchanges will promote fair competition between 
exchange markets and benefit issuers of exchange-traded funds and other 
structured products by simplifying their responsibilities and 
obligations in connection with the listing process.
    The Exchange is also proposing other minor changes to the Amex 
Listing Agreement, to clarify existing provisions about which issuers 
have raised questions.
2. Statutory Basis
    The Amex believes that 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 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; and is not designed to 
permit unfair discrimination between customers, issuers, brokers, or 
dealers, or to regulate by virtue of any authority conferred by the Act 
matters not related to the purpose of the Act or the administration of 
the Exchange.
---------------------------------------------------------------------------

    \4\ 15 U.S.C. 78f(b).
    \5\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

B. Self-Regulatory Organization's Statement on Burden on Competition

    The Amex believes that the proposed rule change would 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 did not solicit or receive any written comments with 
respect to the proposal.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    Within 35 days of the date of 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

[[Page 61671]]

(ii) as to which the Exchange consents, the Commission will:
    A. By order approve such 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, including whether the proposed rule 
change is consistent with the Act. Comments may be submitted by any of 
the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml.
); or     Send an e-mail to rule-comments@sec.gov. Please include 

File Number SR-Amex-2005-097 on the subject line.

Paper Comments

     Send paper comments in triplicate to Jonathan G. Katz, 
Secretary, Securities and Exchange Commission, 100 F Street, NE., 
Washington, DC 20549-9303.
    All submissions should refer to File Number SR-Amex-2005-097. This 
file number should be included on the subject line if e-mail is used. 
To help the Commission process and review your comments more 
efficiently, please use only one method. The Commission will post all 
comments on the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml
). 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 in the Commission's Public Reference Room. Copies of such 
filing also will be available for inspection and copying at the 
principal office of the Exchange. All comments received will be posted 
without change; the Commission does not edit personal identifying 
information from submissions. You should submit only information that 
you wish to make available publicly. All submissions should refer to 
File Number SR-Amex-2005-097 and should be submitted on or before 
November 15, 2005.
---------------------------------------------------------------------------

    \6\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\6\
Jonathan G. Katz,
Secretary.
 [FR Doc. E5-5892 Filed 10-24-05; 8:45 am]

BILLING CODE 8010-01-P
