39608 Federal Register / Vol. 63, No. 141 /Thursday, July 23, 1998 / Notices

1 15 U.S.C. 78s(b)(1).

2 17 CFR 240.19b–4.

3The Exchange currently lists three Portfolio

Depositary Receipts, viz., Depositary Receipts on

the Standard and Poor’s 500 and MidCap

Indexes, and Depositary Receipts on the Dow Jones

Industrial AverageTM. The Exchange also lists 17

Index Fund Shares which are commonly referred to

as WEBSsm. WEBS are shares issued by an open-end

management investment company that seek to

provide investment results that correspond

generally to the price and yield performance of a

specified foreign or domestic equity market index.

The Exchange currently lists WEBS based on the

following Morgan Stanley Capital International

(‘‘MSCI’’) indices: MSCI Australia Index, MSCI

Austria Index, MSCI Belgium Index, MSCI Canada

Index, MSCI France Index, MSCI Germany Index,

MSCI Hong Kong Index, MSCI Italy Index, MSCI

Japan Index, MSCI Malaysia Index, MSCI Mexico

Index, MSCI Netherlands Index, MSCI Singapore

(Free) Index, MSCI Spain Index, MSCI Sweden

Index, MSCI Switzerland Index, and MSCI United

Kingdom Index. (See SR–Amex–95–43.)

4The Commission originally approved the pilot

program in Securities Exchange Act Release No.

34611 (Aug. 29, 1994), 59 FR 45739 (Sept. 2, 1994)

(‘‘Original Pilot Approval’’). The pilot was

scheduled to expire on August 29, 1995, but was

extended for three successive one-year periods in

Securities Exchange Act Release Nos. 36123 (Aug.

18, 1995), 60 FR 44519 (Aug. 28, 1995); 37529 (Aug.

6, 1996), 61 FR 41814 (Aug. 12, 1996); and 38986

(Aug. 17, 1997), 62 FR 46785 (Sept. 4, 1997). In the

Original Pilot Approval and in each extension, the

Commission requested that the Exchange submit a

report and analysis regarding the operation of the

pilot program. The Exchange did not submit a

report until 1997, as specialists made little or no

use of the pilot program until the period September

3, 1996 to May 30, 1997. The 1997 report stated that

during that period, there were two trades for a total

of 600 shares of PDRs in the AHT session for PDRs,

index trust securities, and Index Funds Shares. See

letter dated August 5, 1997, from William FloydJones, Jr., Assistant General Counsel, Amex, to

Michael Walinskas, Senior Special Counsel, SEC.

The 1998 report stated that during the period June

1, 1997 to April 30, 1998, there were 12 trades for

a total of 56,320 PDRs in the AHT session for PDRs,

index fund securities, and Index Fund Shares. See

letter dated June 8, 1998, from William Floyd-Jones,

Jr., Assistant General Counsel, Amex, to Michael

Walinskas, Senior Special Counsel, SEC.

5 15 U.S.C. 78f(b).

6 15 U.S.C. 78f(b)(5).

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 34–40201; File No. SR–AMEX–

98–20]

Self-Regulatory Organizations; Notice

of Filing of Proposed Rule Change by

the American Stock Exchange, Inc.,

Relating to the Permanent Approval of

the Exchange’s Pilot Program for

Specialists in Portfolio Depositary

Receipts, Investments Trust Securities,

and Index Fund Shares To Participate

In the After-Hours Trading Facility

July 15, 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 June 9,

1998, the American Stock Exchange,

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

the Securities and Exchange

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

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.

I. Self-Regulatory Organization’s

Statement of the Terms of Substance of

the Proposed Rule Change

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

Exchange included statements

concerning the purpose of and basis for

the proposed rule change and discussed

any comments if 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 aspects of such

statements.

A. Self-Regulatory Organization’s

Statement of the Purpose of, and

Statutory Basis for, the Proposed Rule

Change

1. Purpose

The Exchange seeks permanent

approval of the pilot program permitting

specialists in Portfolio Depository

Receipts 3 (‘‘PDRs’’), investment trust

securities, and Index Fund Shares to

participate in the after-hours trading

(‘‘AHT’’) facility to ‘‘clean-up’’ order

imbalances and to effect closing price

coupled orders.4

The Exchange believes that

permanent approval of the Exchange

pilot program to permit specialists in

PDR’s, investment trust securities, and

Index Fund Shares to participate in the

AHT facility in order to ‘‘clean-up’’

order imbalances and effect closing

price coupled orders would benefit

investors by providing additional

liquidity to the listed cash market for

derivative securities based upon wellknown market indexes. The Amex

maintains that investor interest in these

securities is rapidly increasing, and

specialist participation in the AHT

session provides necessary liquidity

after the close of the regular trading

session. In addition, the market price of

these exchange-trading funds is based

upon transactions largely effected in

markets other than the Amex. (In the

case of Index Fund Shares, the market

price of these securities is based

exclusively on transactions occurring

outside the Amex.) The specialist in the

Amex listed securities has no unique

access to market sensitive information

regarding the market for the underlying

securities or closing index values. The

Exchange, therefore, believes that

specialist participation in the AHT

facility in PDRs, investment trust

securities and Index Fund Shares in the

manner previously approved by the

Commission on a pilot basis does not

raise any market integrity issues. In

addition, should a customer not care for

an execution at the closing price, the

rules of the Exchange’s AHT facility

permit cancellation of an order up to the

close of the AHT session at 5:00 p.m.

(Orders in the AHT facility are not

executed until the 5:00 p.m. close of the

AHT session.) A customer, therefore,

has approximately 40 minutes to

determine if an execution at the closing

price suits its need and may cancel its

order if it believes that the closing price

does not suit its objectives.

2. Basis

The Exchange believes the proposed

rule change is consistent with Section

6(b) of the Act, 5 in general, and furthers

the objectives of Section 6(b)(5), 6 in

particular, in that it is designed to

prevent fraudulent acts and practices,

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, in general, protect

investors and the public interest.

B. Self-Regulatory Organization’s

Statement on Burden on Competition

The Exchange believes that proposed

permanent approval of the pilot

program would 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

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
Federal Register / Vol. 63, No. 141 /Thursday, July 23, 1998 / Notices 39609

7 17 CFR 200.30–3(a)(12).

1 15 U.S.C. 78s(b)(1).

2 17 CFR 240.19b–4.

3See 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).

4The Amex represents that its ‘‘Guide to Filing

Requirements’’ will be similarly amended.

5The 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.

90 days of such date if it finds such

longer period to be appropriate and

publishes its reasons for so finding or

(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.

Persons making written submissions

should file six copies thereof with the

Secretary, Securities and Exchange

Commission, 450 Fifth Street, N.W.,

Washington, DC 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 in

the Commission’s Public Reference

Room, 450 Fifth Street, N.W.,

Washington, DC 20549. 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–98–

20 and should be submitted by August

24, 1998.

For the Commission, by the Division of

Market Regulation, pursuant to delegated

authority.7

Jonathan G. Katz,

Secretary.

[FR Doc. 98–19572 Filed 7–22–98; 8:45am]

BILLING CODE 8010–01–M

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.

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

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, nonU.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.

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

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