Self-Regulatory Organizations; American Stock Exchange LLC; Order Granting Approval to Proposed Rule Change and Amendment No. 1 Thereto, and Notice of Filing and Order Granting Accelerated Approval to Amendment No. 2 Thereto, Relating to Listing and Trading of Yield Underlying Participating Securities (YUPS), 49956-49957 [E5-4638]
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49956
Federal Register / Vol. 70, No. 164 / Thursday, August 25, 2005 / Notices
utility assets by order dated December
14, 2004.
Holdings seeks authority to acquire all
of the issued and outstanding common
stock of MGU. The transaction is
structured as a stock-for-stock exchange
at a ratio of 25:1 in which the current
shareholders of MGU would exchange
the 57,590 outstanding common shares
of MGU for 2,303 common shares of
Holdings. As of December 31, 2004,
Holdings had 1,424,663 shares of
common stock issued and outstanding.
The acquisition of MGU would increase
the number of Holdings shares
outstanding to 1,426,966 shares.
The municipalities of Gallatin and
Hamilton, Missouri had initially
operated the gas utility assets now
owned by MGU. The municipalities
financed the construction of the assets
through a lease transaction. When the
municipalities defaulted on their lease
obligations, the trustee, acting on behalf
of the lenders, sought to sell the assets.
Pursuant to a sale authorized by the
Missouri Public Service Commission in
December 2004, MGU acquired the gas
distribution system in Gallatin and
Hamilton for an aggregate consideration
of $1.9 million, plus counsel and bank
fees of approximately $46,000. MGU
financed the acquisition with bank
financing in the amount of $2 million,
backed by a guarantee from Holdings.
CNG did not provide any financing for
MGU’s acquisition of the assets, nor did
it guarantee the loan.
Upon consummation of the
acquisition, MGU would be a whollyowned direct subsidiary of Holdings.
Holdings requests that the Commission
issue an order authorizing the
acquisition and exempting Holdings,
under Section 3(a)(1), from all
provisions of the Act, except Section
9(a)(2). In support of its request for an
order of exemption, Holdings asserts
that (i) MGU is not a material public
utility subsidiary, (ii) after the
acquisition, Holdings and CNG will
both be organized in Colorado, and (iii)
both Holdings and CNG also will be
predominantly intrastate in character
and carry on their business substantially
in Colorado. In support of its request for
approval of the acquisition, Holdings
submits that the combined utility
operations will be a single integrated
public utility system, operating in a
single area or region.
For the Commission, by the Division of
Investment Management, pursuant to
delegated authority.
Margaret H. McFarland
Deputy Secretary.
[FR Doc. E5–4649 Filed 8–24–05; 8:45 am]
SECURITIES AND EXCHANGE
COMMISSION
[File No. 500–1]
In the Matter of Global Development
and Environmental Resources, Inc.,
Order of Suspension of Trading
August 23, 2005.
It appears to the Securities and
Exchange Commission that there is a
lack of current and accurate information
concerning the securities of Global
Development and Environmental
Resources, Inc. (‘‘Global Development’’),
a non-reporting issuer quoted on the
Pink Sheets under the ticker symbol
GDVE. Questions have been raised
regarding the accuracy of information in
company press releases and on the
internet concerning Global
Development’s officers, operations and
products.
The Commission is of the opinion that
the public interest and the protection of
investors require a suspension of trading
in the securities of the above-listed
company.
Therefore, it is ordered, pursuant to
section 12(k) of the Securities Exchange
Act of 1934, that trading in the abovelisted company is suspended for the
period from 9:30 a.m. EDT August 23,
2005 through 11:59 p.m. EDT, on
September 6, 2005.
By the Commission.
Jonathan G. Katz,
Secretary.
[FR Doc. 05–17001 Filed 8–23–05; 12:05 pm]
BILLING CODE 8010–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–52298; File No. R–Amex–
2004–47]
Self-Regulatory Organizations;
American Stock Exchange LLC; Order
Granting Approval to Proposed Rule
Change and Amendment No. 1
Thereto, and Notice of Filing and Order
Granting Accelerated Approval to
Amendment No. 2 Thereto, Relating to
Listing and Trading of Yield Underlying
Participating Securities (YUPS)
August 18, 2005.
I. Introduction
On June 10, 2004, the American Stock
Exchange LLC (‘‘Amex’’) filed with the
Securities and Exchange Commission
(‘‘Commission’’), pursuant to Section
19(b)(1) of the Securities Exchange Act
of 1934 (‘‘Act’’) 1 and Rule 19b–4
1 15
BILLING CODE 8010–01–P
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15:58 Aug 24, 2005
Jkt 205001
PO 00000
U.S.C. 78s(b)(1).
Frm 00054
Fmt 4703
Sfmt 4703
thereunder,2 a proposed rule change to
approve for listing and trading Yield
Underlying Participating Securities
(‘‘YUPS’’), representing a beneficial
ownership interest in the common stock
of a single, publicly-traded company
and a series of U.S. Treasury Securities
with quarterly maturities. On April 15,
2005, Amex filed Amendment No. 1 to
the proposed rule change. The proposed
rule change and Amendment No. 1
thereto were published for comment in
the Federal Register on April 22, 2005.3
The Commission received no
comments on the proposal. This order
approves the proposed rule change, as
amended by Amendment No. 1.
Simultaneously, the Commission
provides notice of filing of Amendment
No. 2 to the proposed rule change and
grants accelerated approval of
Amendment No. 2.4
YUPS will be eligible for listing and
trading, including trading pursuant to
unlisted trading privileges, pursuant
Commentary .03(a)–(f) of Rule 1202.5
YUPS will also be subject to
Commentary .13 to Amex Rule 170,6
which allows a limited exception for
specialist in Single TIRs, including the
YUPS, to buy on plus ticks and/or sell
on minus ticks to bring the Single TIR/
YUPS into parity with the underlying
securities. YUPS will not qualify for
side-by-side trading and integrated
market making as set forth in Amex
Rule 175(c)(2) and 985(e),7 under
Commentary .05 to Amex Rule 1202.
Furthermore, YUPS will be subject to
Commentary .06 to Amex Rule 1202,
regarding trading halts, and
Commentary .07 to Amex Rule 1202,
regarding allowable percentages set
forth in Section 107B of the Amex
Company Guide (‘‘Company Guide’’).8
2 17
CFR 240.19b–4.
Securities Exchange Act Release No. 51566
(April 18, 2005), 70 FR 20946 (‘‘YUPS Notice’’).
4 On August 16, 2005, the Exchange submitted
Amendment No. 2 to the proposed rule change.
5 The listing standards for YUPS described herein
were originally incorporated in a separate proposal
for generic listing standards for trust issued receipts
based on a single underlying listed security (‘‘Single
TIRs’’). See Securities Exchange Act Release No.
51567 (April 18, 2005), 70 FR 20939 (April 22,
2005) (‘‘Single TIR Proposal’’). Following Amex’s
withdrawal of the Single TIR Proposal, Amex
submitted Amendment No. 2 to this proposed rule
change to incorporate those same listing standards
solely for YUPS products. Therefore, in this order,
the Commission is only approving the listing and
trading of the YUPS-type product, which represents
beneficial ownership interests in the common stock
of a single publicly traded company and a series of
U.S. Treasury securities with quarterly maturities.
6 This new Commentary .13 to Amex Rule 170
was proposed in the Single TIR Proposal.
7 See Single TIR Proposal.
8 See Single TIR Proposal.
3 See
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Federal Register / Vol. 70, No. 164 / Thursday, August 25, 2005 / Notices
II. Discussion and Commission
Findings
The Commission finds that the
proposed rule change, as amended, is
consistent with the requirements of the
Act and the rules and regulations
thereunder applicable to a national
securities exchange 9 and, in particular,
the requirements of Section 6 of the
Act 10 and the rules and regulations
thereunder. The Commission finds
specifically that the proposed rule
change is consistent with Section 6(b)(5)
of the Act,11 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.
The Commission finds good cause for
approving proposed Amendment No. 2
before the 30th day after the date of
publication of notice of filing thereof in
the Federal Register. Amex filed
Amendment No. 2 solely for the
purpose of incorporating generic listing
standards pursuant to Rule 19b–4(e) 12
for YUPS. The generic listing standards
proposed in Amendment No. 2 were
previously noticed in the separately
proposed Single TIR proposal,13 and
incorporated by reference in the YUPS
notice.14 Amex has recently withdrawn
the Single TIR proposal. In order to
retain the generic listing standards for
the YUPS product, Amex submitted
Amendment No. 2 to this proposed rule
change, to incorporate those standards
as part of this proposed rule change.
Because the generic listing standards
proposed in Amendment No. 2 were
already published in the Federal
Register as part of the Single TIR
proposal and because no comments
were received on the Single TIR
proposal, the Commission finds good
cause for accelerating approval of
Amendment No. 2 in order to prevent
any unnecessary delay in the approval
of this proposed rule change in its
entirety.
9 In
approving this proposed rule change, the
Commission notes that it has considered the
proposed rule’s impact on efficiency, competition,
and capital formation. 15 U.S.C. 78c(f).
10 15 U.S.C. 78f.
11 15 U.S.C. 78f(b)(5).
12 17 CFR 240.19b–4(e).
13 See Single TIR proposal.
14 See YUPS Notice.
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15:58 Aug 24, 2005
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IV. Solicitation of Comments
Interested persons are invited to
submit written data, views, and
arguments concerning the foregoing,
including whether Amendment No. 2 is
consistent with the Act. Comments may
be submitted by any of the following
methods:
Electronic Comments
• Use the Commission’s Internet
comment form (https://www.sec.gov/
rules/sro.shtml); or
• Send an e-mail to rulecomments@sec.gov. Please include File
Number SR–Amex–2004–47 on the
subject line.
49957
Amendment No. 2 to the proposed rule
change be, and hereby is, approved on
an accelerated basis.
For the Commission, by the Division of
Market Regulation, pursuant to delegated
authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. E5–4638 Filed 8–24–05; 8:45 am]
BILLING CODE 8010–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–52303; File No. SR–NASD–
2005–057]
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–2004–47. 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 (https://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 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 SR–Amex–2004–47 and should
be submitted on or before September 15,
2005.
Self-Regulatory Organizations;
National Association of Securities
Dealers, Inc.; Notice of Filing of
Proposed Rule Change Relating to
Summary Orders in the Nasdaq Market
Center
V. Conclusion
It is therefore ordered, pursuant to
Section 19(b)(2) of the Act,15 that the
proposed rule change (SR–Amex–2004–
47), as amended by Amendment No. 1,
be, and it hereby is, approved, and that
Unless stated otherwise, the terms
described below shall have the
following meaning:
(a)–(nn) No Change.
(oo) The term ‘‘Summary’’ shall mean,
for priced limit orders so designated,
PO 00000
August 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 April 22,
2005, the National Association of
Securities Dealers, Inc. (‘‘NASD’’),
through its subsidiary, The Nasdaq
Stock Market, Inc. (‘‘Nasdaq’’), 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 Nasdaq. 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
Nasdaq proposes to allow all eligible
market participants in the Nasdaq
Market Center to enter attributable and
non-attributable Summary Orders in
Nasdaq-listed and exchange-listed
securities. Below is the text of the
proposed rule change. Proposed new
language is italicized; proposed
deletions are in [brackets].
*
*
*
*
*
4700. NASDAQ MARKET CENTER—
EXECUTION SERVICES
4701. Definitions
1 15
15 15
U.S.C. 78s(b)(2).
Frm 00055
Fmt 4703
2 17
Sfmt 4703
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U.S.C. 78s(b)(1).
CFR 240.19b–4.
25AUN1
]]>Agencies
[Federal Register Volume 70, Number 164 (Thursday, August 25, 2005)]
[Notices]
[Pages 49956-49957]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E5-4638]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-52298; File No. R-Amex-2004-47]
Self-Regulatory Organizations; American Stock Exchange LLC; Order
Granting Approval to Proposed Rule Change and Amendment No. 1 Thereto,
and Notice of Filing and Order Granting Accelerated Approval to
Amendment No. 2 Thereto, Relating to Listing and Trading of Yield
Underlying Participating Securities (YUPS)
August 18, 2005.
I. Introduction
On June 10, 2004, the American Stock Exchange LLC (``Amex'') filed
with the Securities and Exchange Commission (``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 approve for
listing and trading Yield Underlying Participating Securities
(``YUPS''), representing a beneficial ownership interest in the common
stock of a single, publicly-traded company and a series of U.S.
Treasury Securities with quarterly maturities. On April 15, 2005, Amex
filed Amendment No. 1 to the proposed rule change. The proposed rule
change and Amendment No. 1 thereto were published for comment in the
Federal Register on April 22, 2005.\3\
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ See Securities Exchange Act Release No. 51566 (April 18,
2005), 70 FR 20946 (``YUPS Notice'').
---------------------------------------------------------------------------
The Commission received no comments on the proposal. This order
approves the proposed rule change, as amended by Amendment No. 1.
Simultaneously, the Commission provides notice of filing of Amendment
No. 2 to the proposed rule change and grants accelerated approval of
Amendment No. 2.\4\
---------------------------------------------------------------------------
\4\ On August 16, 2005, the Exchange submitted Amendment No. 2
to the proposed rule change.
---------------------------------------------------------------------------
YUPS will be eligible for listing and trading, including trading
pursuant to unlisted trading privileges, pursuant Commentary .03(a)-(f)
of Rule 1202.\5\ YUPS will also be subject to Commentary .13 to Amex
Rule 170,\6\ which allows a limited exception for specialist in Single
TIRs, including the YUPS, to buy on plus ticks and/or sell on minus
ticks to bring the Single TIR/YUPS into parity with the underlying
securities. YUPS will not qualify for side-by-side trading and
integrated market making as set forth in Amex Rule 175(c)(2) and
985(e),\7\ under Commentary .05 to Amex Rule 1202. Furthermore, YUPS
will be subject to Commentary .06 to Amex Rule 1202, regarding trading
halts, and Commentary .07 to Amex Rule 1202, regarding allowable
percentages set forth in Section 107B of the Amex Company Guide
(``Company Guide'').\8\
---------------------------------------------------------------------------
\5\ The listing standards for YUPS described herein were
originally incorporated in a separate proposal for generic listing
standards for trust issued receipts based on a single underlying
listed security (``Single TIRs''). See Securities Exchange Act
Release No. 51567 (April 18, 2005), 70 FR 20939 (April 22, 2005)
(``Single TIR Proposal''). Following Amex's withdrawal of the Single
TIR Proposal, Amex submitted Amendment No. 2 to this proposed rule
change to incorporate those same listing standards solely for YUPS
products. Therefore, in this order, the Commission is only approving
the listing and trading of the YUPS-type product, which represents
beneficial ownership interests in the common stock of a single
publicly traded company and a series of U.S. Treasury securities
with quarterly maturities.
\6\ This new Commentary .13 to Amex Rule 170 was proposed in the
Single TIR Proposal.
\7\ See Single TIR Proposal.
\8\ See Single TIR Proposal.
---------------------------------------------------------------------------
[[Page 49957]]
II. Discussion and Commission Findings
The Commission finds that the proposed rule change, as amended, is
consistent with the requirements of the Act and the rules and
regulations thereunder applicable to a national securities exchange \9\
and, in particular, the requirements of Section 6 of the Act \10\ and
the rules and regulations thereunder. The Commission finds specifically
that the proposed rule change is consistent with Section 6(b)(5) of the
Act,\11\ 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.
---------------------------------------------------------------------------
\9\ In approving this proposed rule change, the Commission notes
that it has considered the proposed rule's impact on efficiency,
competition, and capital formation. 15 U.S.C. 78c(f).
\10\ 15 U.S.C. 78f.
\11\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------
The Commission finds good cause for approving proposed Amendment
No. 2 before the 30th day after the date of publication of notice of
filing thereof in the Federal Register. Amex filed Amendment No. 2
solely for the purpose of incorporating generic listing standards
pursuant to Rule 19b-4(e) \12\ for YUPS. The generic listing standards
proposed in Amendment No. 2 were previously noticed in the separately
proposed Single TIR proposal,\13\ and incorporated by reference in the
YUPS notice.\14\ Amex has recently withdrawn the Single TIR proposal.
In order to retain the generic listing standards for the YUPS product,
Amex submitted Amendment No. 2 to this proposed rule change, to
incorporate those standards as part of this proposed rule change.
Because the generic listing standards proposed in Amendment No. 2 were
already published in the Federal Register as part of the Single TIR
proposal and because no comments were received on the Single TIR
proposal, the Commission finds good cause for accelerating approval of
Amendment No. 2 in order to prevent any unnecessary delay in the
approval of this proposed rule change in its entirety.
---------------------------------------------------------------------------
\12\ 17 CFR 240.19b-4(e).
\13\ See Single TIR proposal.
\14\ See YUPS Notice.
---------------------------------------------------------------------------
IV. Solicitation of Comments
Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether Amendment No. 2
is consistent with the Act. Comments may be submitted by any of the
following methods:
Electronic Comments
Use the Commission's Internet comment form (https://
www.sec.gov/rules/sro.shtml); or
Send an e-mail to rule-comments@sec.gov. Please include
File Number SR-Amex-2004-47 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-2004-47. 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 (https://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 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
SR-Amex-2004-47 and should be submitted on or before September 15,
2005.
V. Conclusion
It is therefore ordered, pursuant to Section 19(b)(2) of the
Act,\15\ that the proposed rule change (SR-Amex-2004-47), as amended by
Amendment No. 1, be, and it hereby is, approved, and that Amendment No.
2 to the proposed rule change be, and hereby is, approved on an
accelerated basis.
For the Commission, by the Division of Market Regulation,
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
---------------------------------------------------------------------------
\15\ 15 U.S.C. 78s(b)(2).
---------------------------------------------------------------------------
[FR Doc. E5-4638 Filed 8-24-05; 8:45 am]
BILLING CODE 8010-01-P
