[Federal Register Volume 59, Number 246 (Friday, December 23, 1994)]
[Unknown Section]
[Page 0]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 94-31527]
[[Page Unknown]]
[Federal Register: December 23, 1994]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-35104; File No. SR-Amex-94-14]
Self-Regulatory Organizations; American Stock Exchange, Inc.;
Order Granting Approval to Proposed Rule Change and Notice of Filing
and Order Granting Accelerated Approval to Amendment No. 2 Relating to
Amendment of the Exchange's Rules for the Emerging Company Marketplace
December 15, 1994.
I. Introduction
On May 9, 1994, the American Stock Exchange, Inc. (``Amex'' or
``Exchange'') submitted to the Securities and Exchange Commission
(``SEC'' or ``Commission''), pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934 (``Act'')\1\ and Rule 19b-4
thereunder,\2\ a proposed rule change to amend its listing requirements
for the Emerging Company Marketplace and to add criteria for the
listing of preferred stock, warrants, debt, and units. On August 25,
1994, the Amex submitted Amendment No. 1 to the proposed rule change,
and on November 14, 1994, the Exchange submitted Amendment No. 2 to the
proposed rule change.\3\
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\1\15 U.S.C. 78s(b)(1) (1988).
\2\17 CFR 240.19b-4 (1993).
\3\See letter from Claudia Crowley, Special Counsel, Amex, to
Katherine Simmons, SEC, dated November 10, 1994. Amendment No. 2
adds maintenance standards for the continued listing of preferred
stock, debt, warrants, and units.
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The proposed rule change and Amendment No. 1 were published for
comment in Securities Exchange Act Release No. 34615 (August 30, 1994),
59 FR 46455 (September 8, 1994) (``Notice of Proposed Rule Change'').
No comments were received on the proposal. This order approves the
proposed rule change, including Amendment No. 2 on an accelerated
basis.
II. Background
In March 1992, the Commission approved a rule change to amend the
Amex Company Guide to add a new section establishing listing criteria
for an Emerging Company Marketplace (``ECM'').\4\ The ECM rules
established quantitative listing standards that were below those
required for listing on the Amex's main list. In addition, the ECM
rules created a multi-step Amex approval process whereby candidates for
listing needed the approval of the Exchange staff and the separate
concurrence of the ECM Listing Committee (``Committee''). In evaluating
listing eligibility, the staff and the Committee were required to
consider quantitative as well as qualitative criteria.
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\4\See Securities Exchange Act Release No. 30445 (March 5,
1994), 57 FR 8693 (March 11, 1992) (approving File No. SR-Amex-91-
25) (``ECM Approval Order'').
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In May 1994, the United States General Accounting Office (``GAO'')
issued a report (``GAO Report'') that examined the Amex's methodology
for deciding whether to approve a company's securities for ECM listing
and trading.\5\ The GAO Report recommended that the Amex improve the
ECM listing process by: (1) Publishing a more comprehensive statement
of the ECM qualitative listing factors, including the significance of
each factor to the final listing decision; (2) modifying the ECM rules
to define the quantitative requirements warrants must meet for listing;
(3) establishing an ECM rule for the listing and trading of units; and
(4) ensuring that the Exchange fully documents that all quantitative
requirements are met before a company is traded on the ECM. The
Commission concurred with the GAO's recommendations and noted that they
were consistent with the Division of Market Regulation's
(``Division's'') conclusions following its prior inspection of the
ECM.\6\
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\5\GAO, American Stock Exchange--More Changes Needed in
Screening Emerging Companies for the Marketplace (May 1994).
\6\See letter from Brandon Becker, Director, Division, to
Richard L. Fogel, Assistant Comptroller General, GAO, dated February
18, 1994, reprinted in GAO Report, supra note 5.
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III. Description
A. Numerical Listing and Maintenance Criteria
Amex rules currently provide quantitative listing and maintenance
standards for common stock trading on the ECM.\7\ The rule change makes
several clarifying changes to the existing standards\8\ and adds
guidelines for the listing of warrants, preferred stock, debt, and
units, and maintenance criteria for the continued listing of these
securities. Each of the numerical initial listing guidelines must be
met before trading may commence, although, in the case of an initial
public offering (``IPO''), certain of these criteria may be met upon
the commencement of trading on the ECM.\9\
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\7\The following is the criteria for listing common stock on the
ECM:
\8\The rule change replaces the term ``Capital & Surplus'' in
the listing standards for common stock with the term ``Stockholders'
Equity.'' In addition, the rule change clarifies that the public
float and public shareholders requirements include both shareholders
of record and beneficial holders, but are exclusive of the holdings
of officers, directors, controlling shareholders and other
concentrated (i.e., 5% or greater), affiliated, or family holdings.
\9\For example, to ascertain compliance with the public float
and public holder calculations in the case of an IPO, the Exchange
requires that the underwriter for the offering submit a letter to
the Exchange assuring that the distribution of the company's
securities in the offering will satisfy or exceed the distribution
requirements of the Exchange. In the case of a lesser known
underwriter, the Exchange may consider the prior performance of the
underwriter and the number of offices, brokers, and accounts of the
underwriter. See letter from Lois A. Schmidt, Senior Vice President,
Amex, to Katherine Simmons, Division, SEC, dated July 18, 1994, at 4
(``Listing Letter'').
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Companies Companies not
traded in traded in
Nasdaq* Nasdaq**
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Total Assets.............................. $2 million... $4 million.
Stockholders' Equity...................... $1 million... $2 million.
Aggregate Market Value.................... $2.5 million. $2.5 million.
Public Float.............................. 250,000 250,000
shares. shares.
Public Shareholders....................... 300.......... 300.
Minimum Price............................. $1........... $3.
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*The alternate listing criteria for companies traded in Nasdaq require
$2 million in stockholder's equity if the minimum share price is below
$1.
**The alternate listing criteria for companies not traded in NASDAQ
require $3 million in total assets, 400,000 shares, and a minimum
share price of $2 if the aggregate market value of the issue is above
$10 million.
The rule change provides that, to list preferred stock on the ECM,
companies must satisfy the total assets, stockholders' equity, and
minimum price criteria set forth in the listing standards for common
stock, and must have at least 100,000 preferred shares publicly held
with an aggregate market value of at least $2,000,000.\10\ The listing
of warrants is subject to all of the numerical criteria for listing
common stock, except for the price and market value requirements. Debt
securities must have a principal amount or aggregate market value of at
least $5 million, and must meet the assets and stockholders' equity
criteria for common stock. The rule change further provides that the
Exchange may list units comprised of one or more securities, provided
that each of the component parts of the unit would separately satisfy
the applicable ECM listing requirements.
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\10\The new listing standards for preferred stock state that the
Exchange strongly recommends each preferred issue listed on the ECM
be structured so as to comply with the shareholder voting
requirements of Section 124 of the Amex Company Guide.
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The Exchange will not consider listing warrants, convertible
preferred stock, or convertible debt unless the underlying common stock
meets the criteria for listing common stock on the ECM. The Exchange
also will not list warrants or convertible securities unless current
last sale information is available with respect to the underlying
security.
The rule change provides maintenance criteria for preferred stock,
warrants, debt, and units listed on the ECM.\11\ In addition to
satisfying the total assets, equity, market value, and price criteria
for common stock,\12\ preferred stock will be subject to delisting if
it does not have at least 50,000 shares publicly held. The continued
listing of warrants is subject to all of the numerical maintenance
criteria for common stock, except for the price and market value
requirements. Bonds and debentures must meet the total assets and
stockholders' equity criteria for common stock, and must maintain a
principal amount or aggregate market value of at least $400,000.\13\
The rule change further provides that the continued listing of units
comprised of one or more securities is dependent upon compliance by
each component part of the unit with the applicable maintenance
criteria.
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\11\The ECM Rules provide that companies with a deficiency in
market value or price for 10 consecutive trading days shall have 90
days thereafter in which to comply with the continued listing
requirements or become subject to delisting. The ECM rules further
provide that the Amex must immediately commence delisting procedures
in accordance with Section 1010 of the Amex Company Guide when a
company experiences a deficiency in any other maintenance criteria.
The procedures contained in Section 1010 require the Amex to notify
the company in writing of the facts and circumstances which have
caused the Amex to consider delisting the company's security. The
notification must include the time and place when a conference will
be held by the Exchange's Securities Division to hear any reasons
why the company believes its securities should not be removed from
listing. If the Securities Division determines that the security
should be delisted, Section 1010 provides procedures for the company
to appeal the decision.
\12\The following is the criteria for the continued listing of
all common stock on the ECM:
\13\Warrants exercisable into common stock and debt issues
convertible into common stock are subject to delisting if the common
stock is not in compliance with the maintenance standards for common
stock.
------------------------------------------------------------------------
Regular Alternate
------------------------------------------------------------------------
Total Assets................................ $2 million.. $2 million.
Stockholders' Equity........................ $1 million.. $2 million.
Aggregate Market Value...................... $500,000.... $1 million.
Public Float................................ 250,000 250,000
shares. shares.
Public Shareholders......................... 300......... 300.
Minimum Price............................... $1.......... Below $1.
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B. Qualitative Listing Criteria
In addition to requiring that all ECM companies meet the
quantitative criteria described above, the ECM rules currently provide
that the Exchange and the ECM Listing Committee will consider
subjective or qualitative factors when evaluating whether a security
should be admitted to the ECM list. These factors include: The nature
of the company's business, its commercial prospects and future outlook,
the reputation of its management,\14\ its historical record and pattern
of growth, and its financial integrity. The rule change specifies that
these subjective criteria will be applied on an individual, case-by-
case basis, and that different criteria may have more or less
significance depending upon the business characteristics of the
applicant. The rule change states that, as a general matter, the
relative maturity of a company also will influence the factors
considered in its evaluation.\15\ Which factors are of greatest
significance will likely be a function of the nature of the company's
business, the company's maturity, and the relative level of commercial
acceptance of its products or services.\16\ The Exchange states that it
would consider whether the company is providing a service, developing a
new product or technology, or exploiting existing ones, and the
company's plans to raise capital and expand through future contracts or
otherwise. The Exchange believes that the absence of a strong
historical record or pattern of growth should not, in and of itself,
preclude listing on the ECM if the company satisfies the quantitative
requirements and has the potential to demonstrate future success. The
Exchange would give added consideration to a company's historical
record in evaluating its suitability for listing if it were a more
mature company.
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\14\The Exchange represents that it routinely screens all
officers, directors, principal shareholders, underwriters,
consultants and other significant individuals associated with each
company it considers for listing through a variety of regulatory and
commercial databases. See Notice of Proposed Rule Change at n.1.
\15\The rule change provides, for example, that with a
developmental stage company, the Exchange will likely give greater
weight to the company's future prospects than to its historical
performance.
\16\For example, the Exchange states that, due to the high cost
of business or product development, young companies are often
without positive cash flow or earnings, so that the prospects and
future outlook of such companies must lie at the heart of their
qualitative analysis.
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C. The Approval Process
To be listed on the ECM, a company must be approved by the Exchange
staff and the Committee. Initially, a listing application is evaluated
by the Exchange staff. Although all companies must meet each of the
numerical guidelines before trading commences, the rule change
specifies that the staff may present a company to the Committee for its
approval before the company has satisfied each of the numerical
guidelines.\17\ The Committee then evaluates each application based
upon the quantitative and qualitative factors described above. The rule
change states that, while the Committee will not ordinarily attach
conditions to an approval, in the event that it does do so, the company
may not commence trading until such conditions are met, or the company
is reconsidered and approved by the Committee.
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\17\For example, the Exchange states that it is not unusual for
a company to satisfy virtually all of the numerical guidelines but
have a shortfall in stockholders' equity which the company plans to
remedy through an imminent private placement. Such an issuer might
consider whether or how to secure financing based upon knowledge
that it would be eligible to list on the ECM once the offering is
completed. The Exchange believes that in such a case, there is no
reason to defer presenting the company for the Committee's
consideration until after the completion of the financing
transaction.
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Once a listing application is approved by the Committee, the
Exchange staff is responsible for ensuring that all of the numerical
criteria and any conditions of the Committee's approval are met before
trading of the security commences.\18\ The rule change specifies that
if a company approved by the Committee has not commenced trading within
two quarters\19\ of its approval by the Listing Committee, the Exchange
must resubmit the application to the Listing Committee for further
review. In addition, the rule change states that if, prior to the
commencement of trading, a company that was approved by the Committee
experiences a negative change that affects its business, the Exchange
staff must consult with the Chairman of the Committee. The Chairman of
the Committee must then determine whether the change warrants the
reconsideration of the full Committee.\20\
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\18\The rule change states that, while no company may be
approved for listing unless it has been approved by the Committee,
the final determination on whether to approve any company for
listing will, in each case, be made at the discretion of the
Exchange staff.
\19\The Amex will interpret the two quarter parameter to require
resubmission of any company that has not commenced trading within 6
months of the Committee's approval. Conversation between Jim Duffy,
General Counsel, Amex, and Holly Smith, Associate Director, SEC, on
November 30, 1994.
\20\The Commission expects the Amex staff to consider with all
due care any change in the business prospects of a candidate issuer,
and give prompt notification to the Chairman of the Committee of any
information that comes to the staff's attention that may have an
adverse impact on the business of the candidate issuer.
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D. Miscellaneous
Finally, the rule change adds various other provisions that the
Exchange states reflect certain matters that were previously covered
only in other Exchange rules or in the ECM Listing Agreement.\21\ The
rule change also specifies that ECM companies are not eligible to take
advantage of the state securities (``blue sky'') exemptions that are
available to non-ECM, Amex-listed companies, and that ECM-listed
securities are not automatically marginable. The rule change also
allows ECM companies to move to the Amex's primary list if they satisfy
the original listing criteria for that list, but prohibits companies on
the primary list from transferring to the ECM.
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\21\Section 132 of the Amex Company Guide provides that
companies applying for listing must enter into written agreements
with the Exchange and become subject to its rules, regulations and
policies applicable to listed companies.
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IV. Discussion
The Commission finds that the proposed rule change is consistent
with the requirements of the Act and the rules and regulations
thereunder applicable to a national securities exchange, and, in
particular, the requirements of Section 6(b).\22\ For the reasons
stated below, the Commission believes the proposal is consistent with
Section 6(b)(5), which requires that the rules of an exchange be
designed to promote just and equitable principles of trade, to prevent
fraudulent and manipulative acts, and, in general, to protect investors
and the public interest.
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\22\15 U.S.C. 78f(b) (1988).
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The Commission believes that the rule change makes necessary
amendments to the ECM listing process and substantially addresses
problems previously identified with the existing structure.
Specifically, as requested by the GAO, the Amex is adding to its ECM
rules listing and maintenance standards for preferred stock, debt,
warrants, and units. The Exchange also represents, in a letter sent to
the Division in connection with the rule change, that certain changes
already have been made to the Exchange's approval process to ensure the
existence of adequate documentation reflecting the listing
decision.\23\ In addition, the rule proposal includes a description of
the qualitative factors considered by the Exchange staff and the
Committee when reviewing a company's listing application.\24\
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\23\See Listing Letter, supra note 9.
\24\See Notice of Proposed Rule Change.
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A. Listing and Maintenance Criteria
The development and enforcement of adequate standards governing the
initial and continued listing of securities on an exchange is important
to financial markets and the investing public. Listing standards enable
a self-regulatory organization to screen issuers and to provide listed
status only to bona fide companies with sufficient float, investor base
and trading interest to maintain fair and orderly markets. Once a
security has been approved for initial listing, maintenance criteria
allow an exchange to monitor the status and trading characteristics of
that issue to ensure that it continues to meet the exchange's standards
for market depth and liquidity.
The Commission believes that the new quantitative listing and
maintenance criteria for ECM issuers are consistent with Section
6(b)(5) of the Act because they should aid the Exchange in ensuring the
maintenance of fair and orderly markets on the ECM, as well as provide
benefits and protections to investors who trade in ECM securities. The
Commission recognizes that the listing and maintenance standards for
ECM issuers are lower than those for regular Amex-listed issuers and
that the markets for ECM securities may not be as liquid and deep as
those for securities on the Amex's main list. Nevertheless, the
Commission believes that the ECM listing and maintenance criteria are
adequate to ensure that fair and orderly markets can be maintained.\25\
This conclusion is reinforced by the mandatory nature of the
quantitative listing criteria. The Commission believes that mandatory
standards should help to safeguard the integrity of the exchange market
by ensuring that the numerical listing criteria are true minimum
standards and not subject to arbitrary waiver. In addition, the
Commission believes that the maintenance standards help the Amex to
determine whether an issuer should continue to trade on the ECM.\26\
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\25\Although the Commission believes the numerical listing
requirements are adequate, it is concerned with the Exchange's
policy that allows companies to be approved for listing despite the
existence of outstanding ``going concern'' opinions from their
independent auditors. The Exchange states that, while a going
concern opinion will not automatically preclude a listing, the staff
and the Committee will consider carefully why such an opinion was
given and how likely it is that the qualifier will be lifted in the
near term. See Notice of Proposed Rule Change at n.3. The Commission
believes that the listing of a company with an outstanding going
concern opinion raises serious concerns, particularly with respect
to developmental companies, and expects that the Amex would not
normally approve such companies for listing on the ECM. In the event
that the Amex determines that a company with an outstanding going
concern opinion is subject to special circumstances that warrant
approval for listing, the Commission would expect the Exchange staff
as well as the Committee to document specifically its reasons for
listing such a company.
\26\The Commission believes enforcement of an exchange's
maintenance standards is vital to the continued integrity of an
exchange's market. The Commission expects that the Amex will
strictly enforce the maintenance criteria contained in the ECM Rules
and will delist companies that fail to meet these standards. In this
regard, the Commission notes that the ECM Rules state that continued
listing is ``dependent upon'' compliance with the numerical
maintenance criteria. See ECM Supplement, Amex Company Guide.
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The Commission further believes that inclusion of a security for
listing on the ECM should not depend solely on meeting quantitative
criteria, but should also entail an element of judgment given the
expectations of investors and the imprimatur of listing.\27\ The
Commission believes that, by including certain qualitative factors for
consideration in the approval process, the ECM rules provide the
Exchange with the necessary flexibility to determine whether to list an
issuer, while ensuring that certain minimum quantitative standards must
be met. The Commission believes that the rule change, including
provisions in the rule filing that describe the significance of the
qualitative factors,\28\ will provide guidance to the Exchange staff,
the Committee, and companies applying for listing on the ECM as to the
scope and relative importance of each qualitative factor.
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\27\See, e.g., In the Matter of Silver Shield Mining and Milling
Company, Securities Exchange Act Release No. 6214 (March 18, 1960)
(``use of the facilities of a national securities exchange is a
privilege involving important responsibilities under the Exchange
Act''); In the Matter of Consolidated Virginia Mining Co.,
Securities Exchange Act Release No. 6192 (February 26, 1960).
\28\See Notice of Proposed Rule Change, at 46455-56.
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B. Approval Process
As described in detail above, listing on the ECM requires the
approval of both the Exchange's staff and the Committee. As originally
approved by the Commission in 1992,\29\ the Exchange's staff would
review applications, and if the company met the quantitative listing
criteria, the staff would send the application to the Committee. The
Committee would then use its expertise to apply the subjective criteria
and ensure the bona fides of ECM applicants.
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\29\See ECM Approval Order, supra note 4.
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Although not expressly contained in the ECM rules, the Exchange
interpreted the rules to permit Exchange staff to submit a company's
application to the Committee for review before all of the quantitative
initial listing criteria were met, so long as the staff ensured
compliance with the criteria before trading began. The Exchange also
interpreted the ECM rules to permit the Committee to grant issuers
conditional approval of their listing applications. The rule change
codifies these interpretations into the text of the ECM rules.
The Commission believes, as discussed above, that enforcement of
mandatory minimum listing standards is necessary to safeguard the
integrity of the exchange market. The Commission is satisfied that the
approval procedures outlined above are adequate to ensure that both the
qualitative analysis and the quantitative requirements of the ECM rules
are complied with by issuers before or upon commencement of trading on
the ECM. No issuer may be listed on the ECM until all conditions
imposed by the Committee, if any, have been met. Additionally, in cases
where two quarters\30\ have passed since the issuer was approved by the
Committee, the Exchange staff must resubmit the issuer to the Listing
Committee for another review and approval. Similarly, where negative
information concerning the issuer has been disseminated after the
Commission's approval, the Exchange staff must seek a determination for
the Committee Chairman regarding whether, in his or her opinion, the
issuer must be resubmitted to the full Committee.
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\30\See supra note 19.
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The Commission believes that the requirements that a company must
be resubmitted to the Committee if it has not commenced trading within
two quarters of the Committee's approval or if there is a negative
change that affects its business before trading commences, are
necessary to maintain the integrity of the two-step approval process.
While the Exchange staff may determine that all of the minimum
numerical listing criteria are met, one of the purposes of requiring
the Committee's approval is to allow it to use its expertise in
evaluating the qualitative factors. Requiring the approval of the
Committee would be meaningless if such approval were given based upon
information that was inaccurate or incomplete, or was no longer
relevant by the time the company's securities started to trade on the
ECM.
C. Miscellaneous Provisions
The Commission notes that when the ECM rules were initially
approved, the Amex had in place procedures to ensure that ECM issuers
would not use the exemption from registration requirements that the
securities laws of most states make available to companies on the
Amex's main list. The Amex included in its original proposal various
safeguards designed to ensure that ECM issuers remained fully subject
to state review. For example, the ECM Listing Agreement and the letter
issued by the Exchange approving the listing of securities of the ECM
clearly stated that ECM issuers would not be able to take advantage of
existing exemptions in state securities registration requirements
accorded to regular Amex-listed securities. In addition, the text of
the Company Guide requires the Exchange to delist the issues of any
company that fails to take appropriate steps to ensure that no ECM-
listed securities are sold on its behalf in reliance upon the exemption
from state securities registration which is otherwise available to
companies listed on the Exchange. While the Commission believes these
steps helped to put issuers on notice of the ``blue sky'' status of ECM
securities, the present rule change adds additional restrictive
language in the text of the ECM rules that should further serve to
ensure ECM issuers do not avail themselves of the ``Amex exemption''
from state blue sky laws.\31\
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\31\As the Commission noted in the original approval of the ECM,
if an ECM issuer relies on the Amex's exemptions under state blue
sky laws and the Amex does not promptly act to delist the issuer,
concerns would be raised regarding whether the Amex abdicated its
regulatory responsibility as a national securities exchange with
regard to the enforcement of its rules concerning the securities
approved for listing and trading on the exchange, in violation of
Sections 19(g)(1) and 19(b)(4) of the Act. See ECM Approval Order,
supra note 4, at n.61.
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Finally, the Commission believes that inclusion in the rule change
of a 100% maintenance margin requirement for ECM-listed securities will
help ensure that ECM issuers are on notice of their margin treatment.
Amex Rule 462 (Minimum Margins) currently requires maintenance of a
100% margin for ECM securities, unless the Exchange determines that an
ECM company meets the criteria under Regulation T of the Federal
Reserve Board (``FRB'') for initial inclusion on the FRB's List of OTC
Margin Stocks.\32\
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\32\ECM companies that the Amex finds meet the criteria for
initial inclusion on the FRB's List of OTC Margin Stocks are subject
to Amex's regular maintenance margin of 25%. See Amex Rule
462(b)(5).
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The Commission finds good cause for approving Amendment No. 2 to
the rule change prior to the thirtieth day after publication of notice
of filing thereof. Amendment No. 2 adds maintenance standards for the
continued listing of preferred stock, debt, warrants, and units.\33\
The Amex's proposed rule change was published in the Federal Register
for the full statutory period and no comments were received.\34\
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\33\See supra note 3.
\34\See Notice of Proposed Rule Change.
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V. Solicitation of Comments
Interested persons are invited to submit written data, views and
arguments concerning Amendment No. 2. 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. 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-94-14 and should
be submitted by January 13, 1995.
VI. Conclusion
It is therefore ordered, pursuant to Section 19(b)(2) of the
Act,\35\ that the proposed rule change (SR-Amex-94-14) is approved.
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\35\15 U.S.C. 78s(b)(2) (1988).
For the Commission, by the Division of Market Regulation,
pursuant to delegated authority.\36\
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\36\17 CFR 200.30-3(a)(12) (1993).
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Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 94-31527 Filed 12-22-94; 8:45am]
BILLING CODE 8010-01-M