Federal Register: December 29, 2004 (Volume 69, Number 249)
DOCID: FR Doc E4-3868
SECURITIES AND EXCHANGE COMMISSION
Securities and Exchange Commission
DOCUMENT ID: [Release No. 34-50852; File No. SR-Amex-2004-94]
NOTICE: NOTICES
ACTION: Self-regulatory organizations; proposed rule changes:
SUBJECT CATEGORY:
Self-Regulatory Organizations; Notice of Filing and Immediate Effectiveness of Proposed Rule Change by the American Stock Exchange LLC Relating to Changes in the Exchange's Options Rules To Reflect the Exemption of Standardized Options from the Securities Act of 1933 and Provisions of the Securities Exchange Act of 1934
DOCUMENT SUMMARY:
December 14, 2004.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act'') \1\ and Rule 19b4 thereunder,\2\ notice is hereby given that
on November 24, 2004, 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
proposed rule change has been filed by Amex as a ``noncontroversial''
rule change pursuant to Section 19(b)(3)(A) of the Act \3\ and Rule
19b4(f)(6) thereunder.\4\ 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 240.19b4.
\3\ 15 U.S.C.78s(b)(3)(A).
\4\ 17 CFR 240.19b4(f)(6).
I. SelfRegulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change
Amex proposes to amend its rules to reflect the Commission's recent
adoption of Rule 238 under the Securities Act of 1933 (the ``Securities
Act'') \5\ and Rule 12a9 under the Act,\6\ which together exempt
standardized options issued by a registered clearing agency and traded
on a registered national securities exchange or on an a registered
national securities association from most of the provisions of the
Securities Act and from the registration requirements of Section 12(a)
of the Act.\7\ Specifically, Amex proposes to remove the word
``prospectus'' from Amex Rules 921 and 926. The text of the proposed
rule change appears below. Proposed new language is in italics; proposed deletions are in [brackets].
\5\ 17 CFR 230.238.
\6\ 17 CFR 240.12a9.
\7\ 15 U.S.C. 78l(a).
* * * * *
Rule 921. Opening of Accounts
(a)(g) No change.
Commentary .01.03 No change.
.04 For purposes of Rule 921 (Opening of Accounts), Rule 922
(Supervision of Accounts) and Rule 926 (Delivery of Options Disclosure
Document [and Prospectus]), the term writing uncovered short option
positions shall include orders involving combinations and any transactions which involve naked writing.
Rule 926. Delivery of Options Disclosure Document [and Prospectus] (a) No change.
[(b) Prospectus. Every member and member organization shall deliver
a current Prospectus of The Options Clearing Corporation to each
customer upon request. The term ``current Prospectus of The Options
Clearing Corporation'' means the prospectus portion of Form S20 which
then meets the delivery requirements of Rule 153b of the Securities Act of 1933.]
[(c)] (b) The written description of risks required by Rule 921(g)
shall be in a format prescribed by the Exchange or in format developed
by the member organization, provided it contains substantially similar
information as the prescribed Exchange format and has received prior written approval of the Exchange.
Commentary .01.02 No change.
.03 The Exchange will advise members and member organizations when
[a Prospectus or] the Options Disclosure Document is amended. * * * * *
II. SelfRegulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, the Exchange 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 Exchange has prepared summaries, set forth in
Sections A, B, and C below, of the most significant parts of such statements.
A. SelfRegulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change
1. Purpose
On January 2, 2003, final Commission Rule 238 under the Securities
Act \8\ and Rule 12a9 under the Act \9\ became effective which exempt
standardized options issued by a registered clearing agency and traded
on a registered national securities exchange or a registered national
securities association from all provisions of the Securities Act, other
than the Section 17 antifraud provision, and from the registration requirements of Section 12(a) of the Act.\10\
\8\ 17 CFR 230.238.
\9\ 17 CFR 240.12a9.
\10\ 15 U.S.C. 78l. See also Securities Act Release No. 8171 and
Securities Exchange Act Release No. 47082 (December 23, 2002), 68 FR 188 (January 2, 2003).
The Amex is proposing to revise its rules that contain references to a prospectus in connection with options trading because, as a registered national securities exchange, Amex represents that all of its listed options fall within the scope of the exemptions provided by the Commission's rules.
2. Statutory Basis
The Exchange asserts that because the proposed rule change reflects
final rules of the Commission, it is therefore consistent with Section
6(b) of the Act,\11\ in general, and furthers the objectives of Section
6(b)(5) of the Act,\12\ in particular, in that it is designed to
promote just and equitable principles of trade, and, in general, to protect investors and the public interest.
\11\ 15 U.S.C. 78f(b).
\12\ 15 U.S.C. 78f(b)(5).
B. SelfRegulatory Organization's Statement on Burden on Competition
The Amex does not believe that the proposed rule change will impose any
[[Page 78061]]
burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act.
C. SelfRegulatory 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 has become immediately effective pursuant
to Section 19(b)(3)(A) of the Act \13\ and Rule 19b4(f)(6) thereunder
\14\ because: (i) It does not significantly affect the protection of
investors or the public interest; (ii) it does not impose any
significant burden on competition; and (iii) by its terms, it does not
become operative for 30 days after the date of the filing, or such
shorter time as the Commission may designate if consistent with the
protection of investors and the public interest, and the Exchange
provided the Commission written notice of its intent to file the
proposed rule change, along with a brief description and text of the
proposed rule change, at least five business days prior to the date of filing of the proposed rule change.
\13\ 15 U.S.C. 78s(b)(3)(A).
\14\ 17 CFR 240.19b4(f)(6).
Although Rule 19b4(f)(6) under the Act \15\ requires that an
Exchange submit a notice of its intent to file at least five business
days prior to the filing date, the Commission waived this requirement
at the Exchange's request. The Exchange has also requested that the
Commission waive the 30day operative delay. The Commission believes
waiving the 30day operative delay is consistent with the protection of
investors and the public interest. Waiver of the operative delay will
allow the Exchange to expeditiously update its options rules to
accurately reflect the disclosure requirements with respect to
providing prospectuses. For these reasons, the Commission designates
the proposal to be operative upon filing with the Commission.\16\ \15\ 17 CFR 240.19b4(f)(6).
\16\ For purposes only of accelerating the operative date of
this proposal, the Commission has considered the proposed rule's
impact on efficiency, competition, and capital formation. 15 U.S.C. 78c(f). 17 17 CFR 200.303(a)(12).
At any time within sixty (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
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
Paper Comments
All submissions should refer to File Number SRAmex200494. This
file number should be included on the subject line if email 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 the
filing also will be available for inspection and copying at the
principal office of the Amex. 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 SRAmex200494 and should be submitted by January 19, 2005.
For the Commission, by the Division of Market Regulation, pursuant to delegated authority.\17\
\17\ 17 CFR 200.303(a)(12).
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. E43868 Filed 122804; 8:45 am]
BILLING CODE 801001P
SUMMARY:
American Stock Exchange LLC,
DOCUMENT BODY 2:
December 14, 2004.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act'') \1\ and Rule 19b4 thereunder,\2\ notice is hereby given that
on November 24, 2004, 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
proposed rule change has been filed by Amex as a ``noncontroversial''
rule change pursuant to Section 19(b)(3)(A) of the Act \3\ and Rule
19b4(f)(6) thereunder.\4\ 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 240.19b4.
\3\ 15 U.S.C.78s(b)(3)(A).
\4\ 17 CFR 240.19b4(f)(6).
I. SelfRegulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change
Amex proposes to amend its rules to reflect the Commission's recent
adoption of Rule 238 under the Securities Act of 1933 (the ``Securities
Act'') \5\ and Rule 12a9 under the Act,\6\ which together exempt
standardized options issued by a registered clearing agency and traded
on a registered national securities exchange or on an a registered
national securities association from most of the provisions of the
Securities Act and from the registration requirements of Section 12(a)
of the Act.\7\ Specifically, Amex proposes to remove the word
``prospectus'' from Amex Rules 921 and 926. The text of the proposed
rule change appears below. Proposed new language is in italics; proposed deletions are in [brackets].
\5\ 17 CFR 230.238.
\6\ 17 CFR 240.12a9.
\7\ 15 U.S.C. 78l(a).
* * * * *
Rule 921. Opening of Accounts
(a)(g) No change.
Commentary .01.03 No change.
.04 For purposes of Rule 921 (Opening of Accounts), Rule 922
(Supervision of Accounts) and Rule 926 (Delivery of Options Disclosure
Document [and Prospectus]), the term writing uncovered short option
positions shall include orders involving combinations and any transactions which involve naked writing.
Rule 926. Delivery of Options Disclosure Document [and Prospectus] (a) No change.
[(b) Prospectus. Every member and member organization shall deliver
a current Prospectus of The Options Clearing Corporation to each
customer upon request. The term ``current Prospectus of The Options
Clearing Corporation'' means the prospectus portion of Form S20 which
then meets the delivery requirements of Rule 153b of the Securities Act of 1933.]
[(c)] (b) The written description of risks required by Rule 921(g)
shall be in a format prescribed by the Exchange or in format developed
by the member organization, provided it contains substantially similar
information as the prescribed Exchange format and has received prior written approval of the Exchange.
Commentary .01.02 No change.
.03 The Exchange will advise members and member organizations when
[a Prospectus or] the Options Disclosure Document is amended. * * * * *
II. SelfRegulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, the Exchange 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 Exchange has prepared summaries, set forth in
Sections A, B, and C below, of the most significant parts of such statements.
A. SelfRegulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change
1. Purpose
On January 2, 2003, final Commission Rule 238 under the Securities
Act \8\ and Rule 12a9 under the Act \9\ became effective which exempt
standardized options issued by a registered clearing agency and traded
on a registered national securities exchange or a registered national
securities association from all provisions of the Securities Act, other
than the Section 17 antifraud provision, and from the registration requirements of Section 12(a) of the Act.\10\
\8\ 17 CFR 230.238.
\9\ 17 CFR 240.12a9.
\10\ 15 U.S.C. 78l. See also Securities Act Release No. 8171 and
Securities Exchange Act Release No. 47082 (December 23, 2002), 68 FR 188 (January 2, 2003).
The Amex is proposing to revise its rules that contain references to a prospectus in connection with options trading because, as a registered national securities exchange, Amex represents that all of its listed options fall within the scope of the exemptions provided by the Commission's rules.
2. Statutory Basis
The Exchange asserts that because the proposed rule change reflects
final rules of the Commission, it is therefore consistent with Section
6(b) of the Act,\11\ in general, and furthers the objectives of Section
6(b)(5) of the Act,\12\ in particular, in that it is designed to
promote just and equitable principles of trade, and, in general, to protect investors and the public interest.
\11\ 15 U.S.C. 78f(b).
\12\ 15 U.S.C. 78f(b)(5).
B. SelfRegulatory Organization's Statement on Burden on Competition
The Amex does not believe that the proposed rule change will impose any
[[Page 78061]]
burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act.
C. SelfRegulatory 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 has become immediately effective pursuant
to Section 19(b)(3)(A) of the Act \13\ and Rule 19b4(f)(6) thereunder
\14\ because: (i) It does not significantly affect the protection of
investors or the public interest; (ii) it does not impose any
significant burden on competition; and (iii) by its terms, it does not
become operative for 30 days after the date of the filing, or such
shorter time as the Commission may designate if consistent with the
protection of investors and the public interest, and the Exchange
provided the Commission written notice of its intent to file the
proposed rule change, along with a brief description and text of the
proposed rule change, at least five business days prior to the date of filing of the proposed rule change.
\13\ 15 U.S.C. 78s(b)(3)(A).
\14\ 17 CFR 240.19b4(f)(6).
Although Rule 19b4(f)(6) under the Act \15\ requires that an
Exchange submit a notice of its intent to file at least five business
days prior to the filing date, the Commission waived this requirement
at the Exchange's request. The Exchange has also requested that the
Commission waive the 30day operative delay. The Commission believes
waiving the 30day operative delay is consistent with the protection of
investors and the public interest. Waiver of the operative delay will
allow the Exchange to expeditiously update its options rules to
accurately reflect the disclosure requirements with respect to
providing prospectuses. For these reasons, the Commission designates
the proposal to be operative upon filing with the Commission.\16\ \15\ 17 CFR 240.19b4(f)(6).
\16\ For purposes only of accelerating the operative date of
this proposal, the Commission has considered the proposed rule's
impact on efficiency, competition, and capital formation. 15 U.S.C. 78c(f). 17 17 CFR 200.303(a)(12).
At any time within sixty (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
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
Paper Comments
All submissions should refer to File Number SRAmex200494. This
file number should be included on the subject line if email 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 the
filing also will be available for inspection and copying at the
principal office of the Amex. 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 SRAmex200494 and should be submitted by January 19, 2005.
For the Commission, by the Division of Market Regulation, pursuant to delegated authority.\17\
\17\ 17 CFR 200.303(a)(12).
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. E43868 Filed 122804; 8:45 am]
BILLING CODE 801001P