Federal Register / Vol. 62, No. 9 / Tuesday, January 14, 1997 / Notices 1935

1 15 U.S.C. § 78s(b)(1). 2 15 U.S.C. § 78f(b).

control; (b) whether the company’s

officers and employees during that

period tried, in good faith, to effect the

company’s investment of its assets in a

non-investment business or excepted

business or to cause the liquidation of

the company; and (c) whether the

company invested in securities solely to

preserve the value of its assets. The

Company believes that it meets these

criteria.

4. The Company believes that its

failure to become primarily engaged in

a non-investment business by December

30, 1996 is a result of factors beyond its

control. The existence of the FDIC

Claims and the OTS Claims has

precluded the Company from investing

its assets in a non-investment company

business. The magnitude of the FDIC

Claims and OTS Claims and the

potential threat that the FDIC and the

OTS would seek to enjoin any

utilization of the Company’s assets have

prevented the Company from investing

its assets in a non-investment company

business.

5. Pending the settlement of the FDIC

Claims and the OTS Claims, the

Company has limited its investments to

high quality marketable securities, cash

or cash equivalents. Thus, the Company

believes that it primarily invests in

securities solely to preserve the value of

its assets.

6. The Company believes that the

issuance of an order exempting it from

all provisions of the Act, subject to

certain exceptions, until December 10,

1997 would be in the public interest and

consistent with the protection of

investors and the purposes of the Act.

The Company believes that it would be

unfair to its stockholders to require it to

register as an investment company and

that such registration is not necessary

for the protection of its stockholders.

Applicant’s Conditions

The Company agrees that the

requested exemption will be subject to

the following conditions, each of which

will apply to the Company until it

acquires an operating business or

otherwise falls outside the definition of

an investment company:

1. During the period of time the

Company is exempted from registration

under the Act, it will not purchase or

otherwise acquire any securities other

than securities with a remaining

maturity of 397 days or less and that are

rated in one of the two highest rating

categories by a nationally recognized

statistical rating organization, as that

term is defined in rule 2a–7(a)(10) under

the Act.

2. The Company will continue to

comply with sections 9, 17(e), and 36 of

the Act.

3. The Company will continue to

comply with sections 17(a) and 17(d),

subject to the following exceptions:

(a) If the Company becomes subject to

the jurisdiction of the bankruptcy court,

the Company need not comply with

sections 17(a) or 17(d) with respect to

any transaction, including without

limitation the Reorganization Plan, that

is approved by the bankruptcy court;

and

(b) The Company would not be

required to comply with sections 17(a)

or 17(d) with respect to any transaction

or series of transactions that result in its

ceasing to fall within the definition of

an ‘‘investment company’’ provided that

(i) no cash payments are made to an

‘‘affiliated person’’ (as defined in the

Act) of the Company as part of such

transaction or series of transactions, and

(ii) no debt securities are issued to an

affiliated person of the Company as part

of such transaction or series of

transactions unless such debt securities

are expressly subordinated upon

liquidation to claims of the holders of

the Company’s debentures.

4. The Company will continue to

comply with sections 17(f) of the Act as

provided in rule 17f–2.

For the SEC, by the Division of Investment

Management, under delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–804 Filed 1–13–97; 8:45 am]

BILLING CODE 8010–01–M

[Release No. 34–38124; File No. SR–Amex–

96–48]

Self-Regulatory Organizations; Notice

of Filing and Immediate Effectiveness

of Proposed Rule Change by American

Stock Exchange, Inc. Relating to a Fee

Change

January 6, 1997.

Pursuant to Section 19(b)(1) of the

Securities Exchange Act of 1934,1 notice

is hereby given that on December 16,

1996, the American Stock Exchange,

Inc. (‘‘Amex’’ or ‘‘Exchange’’) filed with

the Securities and Exchange

Commission (‘‘SEC’’ or ‘‘Commission’’)

the proposed fee change as described in

Items I, II, and III below, which Items

have been prepared by the selfregulatory organization. The

Commission is publishing this notice to

solicit comments on the proposed fee

change from interested persons.

I. Self-Regulatory Organization’s

Statement of the Terms of Substance of

the Proposed Rule Change

Amex is issuing a one-time credit

against the Exchange’s monthly Floor

Facility Fee for those members who

were charged such fee for the months of

August through December, 1996

(amounting to $583.35 per member for

such period).

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 fee change and

discussed any comments it received on

the proposed fee 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

As the Exchange has had a rewarding

year from a financial perspective, it has

decided to issue a one-time credit

against its monthly Floor Facility Fee

for those members who were charged

such fee for the months of August

through December, 1996 (amounting to

$583.35 per member for such period).

2. Statutory Basis

The proposed fee change is consistent

with Section 6(b) of the Act 2 in general

and furthers the objectives of Section

6(b)(4) in particular in that it is intended

to assure the equitable allocation of

reasonable dues, fees, and other charges

among Exchange members, issuers, and

other persons using the Exchange’s

facilities.

B. Self-Regulatory Organization’s

Statement on Burden on Competition

The fee 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 fee

change.
1936 Federal Register / Vol. 62, No. 9 / Tuesday, January 14, 1997 / Notices

3 15 U.S.C. § 78s(b)(3)(A).

4 17 CFR 19b–4(e).

5 17 CFR 200.30–3(a)(12).

1An ‘‘approved person’’ is a person or entity that

controls a member or member organization or that

is engaged in a securities or kindred business and

is controlled by or under common control with a

member or member organization. See Article I,

Section 3(g) of the Exchange Constitution.

2The approved persons of Exchange specialists

may obtain relief from the restrictions of Rule

950(n) by establishing an Exchange approved

information barrier pursuant to Rule 193. In

practice, however, it has generally proven

impractical for all but the largest broker-dealers to

establish information barriers that would satisfy the

requirements of Rule 193.

3Chicago Board Option Exchange Rule 8.81(a),

Pacific Stock Exchange Rule 6.83(a), Philadelphia

Stock Exchange Rule 1020(e).

III. Date of Effectiveness of the

Proposed Rule Change and Timing for

Commission Action

The foregoing rule change establishes

or changes a due, fee or other charge

imposed by the Exchange and therefore,

has become effective pursuant to

Section 19(b)(3)(A) of the Act 3 and

subparagraph (e) of Rule 19b–4 4

thereunder. At any time within 60 days

of the filing of such proposed fee

change, the Commission may summarily

abrogate such fee 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.

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

submission, all subsequent

amendments, all written statements

with respect to the fee change that are

filed with the Commission, and all

written communications relating to the

fee 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 in Washington, DC.

Copies of such filing will also be

available for inspection and copying at

the principal office of the Amex. All

submissions should refer to File No.

SR–Amex–96–48 and should be

submitted by January 27, 1997.

For the Commission by the Division of

Market Regulation, pursuant to delegated

authority.5

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–807 Filed 1–13–97; 8:45 am]

BILLING CODE 8010–01–M

[Release No. 34–38128; File No. SR–AMEX–

96–46]

Self-Regulatory Organizations; Notice

of Filing of Proposed Rule Change by

the American Stock Exchange, Inc.

Relating to Amending Rule 170 to

Permit Options Specialist

Organizations and Their Approved

Persons to Engage in Market Making

Activities on Other Options Exchanges

in the Options in Which They Are

Registered on the AMEX

January 6, 1997.

Pursuant to Section 19(b)(1) of the

Securities Exchange Act of 1934

(‘‘Act’’), 15 U.S.C. 78s(b)(1), notice is

hereby given that on November 27,

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, II, and III below, which Items

have been prepared by the selfregulatory organization. The

Commission is publishing this notice to

solicit comments on the proposed rule

change from interested persons.

I. Self-Regulatory Organization’s

Statement of the Terms of Substance of

the Proposed Rule Change

The Exchange proposes to amend

Exchange Rule 950(n) to permit options

specialist organizations and their

approved persons to engage in market

making activities on other options

exchanges in the options in which they

are registered on the AMEX.

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

Exchange Rule 950(n) currently

prohibits AMEX options specialists and

their ‘‘approved persons’’ 1 from

effecting transactions in specialty

options except insofar as reasonably

necessary to satisfy their specialist

obligations on the Exchange. Thus,

among its several consequences, Rule

950(n) prohibits an AMEX specialist

organization and its approved persons

from acting as a market maker in a

specialty option on the floor of another

options market.2 The other options

exchanges have rules that are similar to

AMEX Rule 950(n) with respect to

persons that perform functions similar,

or identical, to those of a specialist.3

However, it is the Exchange’s

understanding that not all those markets

interpret their rules in the same manner

as the AMEX. Thus, the Exchange has

observed Registered Options Traders

(‘‘ROTs’’) on its Floor trading as market

makers in options in which affiliates of

such ROTs perform a specialist function

on another exchange.

The restrictions on the trading

activities of options specialists and their

approved persons have their origin in

the Exchange’s and the New York Stock

Exchange’s equity trading rules. The

AMEX extended these restrictions to

listed options at the outset of the

Exchange’s option program in the mid1970s in order to expeditiously

commence trading options using a

combination specialist/competitive

market maker system. While these

restrictions reflect historical regulatory

concerns, the federal securities laws do

not require that trading by specialists

and their approved persons in specialty

securities should be limited to that

necessary to the specialist function on

any one market. In many respects,

moreover, the policy reasons behind the

trading restrictions on equity specialists

are not compelling in the context of

options due to the derivative pricing of

these securities. In addition, the

limitations contained in Rule 950(n) on

principal trading by the affiliates of

options specialists predate multiple

trading of listed options. When you add

to these factors the extraordinary level

of self-regulatory organization

surveillance of specialists and market

makers, the Exchange believes that the