Issuer Delisting; Notice of Application of Vulcan International Corporation To Withdraw Its Common Stock, No Par Value, From Listing and Registration on the American Stock Exchange LLC, 57907-57908 [05-19804]

Download as PDF Federal Register / Vol. 70, No. 191 / Tuesday, October 4, 2005 / Notices pursuant to Section 12(d) of the Securities Exchange Act of 1934 (‘‘Act’’) 1 and Rule 12d2–2(d) thereunder,2 to withdraw its common stock, no par value (‘‘Security’’), from listing and registration on the American Stock Exchange LLC (‘‘Amex’’). The Issuer stated that it determined it is the best interest of the Issuer to withdraw the Security from Amex and list the Security on the Nasdaq National Market (‘‘Nasdaq’’). The Issuer stated that it has met the requirements of Amex’s rules governing an issuer’s voluntary withdrawal of a security from listing and registration by complying with all the applicable laws in effect in the State of New Jersey, the state in which it is incorporated. The Issuer’s application relates solely to the withdrawal of the Security from listing on Amex and from registration under Section 12(b) of the Act,3 and shall not affect its obligation to be registered under Section 12(g) of the Act.4 Any interested person may, on or before October 21, 2005, comment on the facts bearing upon whether the application has been made in accordance with the rules of Amex, and what terms, if any, should be imposed by the Commission for the protection of investors. All comment letters may be submitted by either of the following methods: Electronic Comments • Use the Commission’s Internet comment form (http://www.sec.gov/ rules/delist.shtml); or • Send an e-mail to rulecomments@sec.gov. Please include the File Number 1–11906 or; 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 1–11906. This file number should be included on the subject line if e-mail is used. To help us 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/delist.shtml). Comments are also available for public inspection and copying in the Commission’s Public Reference Room. All comments received will be posted U.S.C. 78l(d). CFR 240.12d2–2(d). 3 15 U.S.C. 78l(b). 4 15 U.S.C. 78l(g). without change; we do not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. The Commission, based on the information submitted to it, will issue an order granting the application after the date mentioned above, unless the Commission determines to order a hearing on the matter. For the Commission, by the Division of Market Regulation, pursuant to delegated authority.5 Jonathan G. Katz, Secretary. [FR Doc. 05–19805 Filed 10–3–05; 8:45 am] BILLING CODE 8010–01–P SECURITIES AND EXCHANGE COMMISSION [File No. 1–10219] Issuer Delisting; Notice of Application of Vulcan International Corporation To Withdraw Its Common Stock, No Par Value, From Listing and Registration on the American Stock Exchange LLC September 27, 2005. On September 6, 2005, Vulcan International Corporation, a Delaware corporation (‘‘Issuer’’), filed an application with the Securities and Exchange Commission (‘‘Commission’’), pursuant to Section 12(d) of the Securities Exchange Act of 1934 (‘‘Act’’) 1 and Rule 12d2–2(d) thereunder,2 to withdraw its common stock, no par value (‘‘Security’’), from listing and registration on the American Stock Exchange LLC (‘‘Amex’’). On August 29, 2005, the Board of Directors (‘‘Board’’) of the Issuer approved resolutions to withdraw the Security from listing and registration on Amex. In making its decision to withdraw the Security from Amex, the Board stated the following reasons: (i) Various changes and circumstances have caused the Board to reevaluate the merits of maintaining the Security’s Amex listing and registration under the Act; (ii) the Board of Directors determined that any beneficial effect on the Issuer being listed on Amex and registered under the Act are substantially outweighed by current and increasing burdens and costs attendant on such listing and registration; (iii) the average daily trading volume of shares on Amex during the entire year 2004 was 437.58 shares and the average trading volume for the first six months 1 15 2 17 VerDate Aug<31>2005 16:55 Oct 03, 2005 CFR 200.30–3(a)(1). U.S.C. 78l(d). 2 17 CFR 240.12d2–2(d). of 2005 was 392.67 shares; (iv) in the past 25 years, the number of outstanding shares of the Issuer has decreased from 1,713,990 to 983,707; (v) currently, the number of outstanding shares of the Issuer owned by persons or entities other than the Board of Directors or management of the Issuer is 471,245 shares; (vi) these burdens and costs of maintaining an Amex listing and registration under the Act, including the costs of management time, outside accounting and legal services have substantially increased; (vii) the burdens and costs are in addition to the opportunity costs to the Issuer of management time and effort that would be required to meet the internal control documentation and monitoring requirements of Section 404 of the Sarbanes-Oxley Act, as well as the substantial, additional, outside accounting and legal costs involved in same; (viii) various rules and regulations imposed on the Issuer resulting from its being listed and registered will adversely affect its relations with the outside certified public accounting firm which has been the sole certified public accounting firm utilized by the Issuer for over 80 years; and (ix) the Board of Directors anticipate that the Security will be quoted on the Pink Sheets, an electronic quotation service for over-the-counter securities, following the deregistration and delisting from Amex, to the extent that market makers continue to demonstrate an interest in trading the Security. The Issuer stated that it has met the requirements of Amex’s rules governing an issuer’s voluntary withdrawal of a security from listing and registration by complying with all the applicable laws in effect in Delaware, the state in which it is incorporated. The Issuer’s application relates solely to the withdrawal of the Security from listing on Amex and from registration under Section 12(b) of the Act,3 and shall not affect its obligation to be registered under Section 12(g) of the Act.4 Any interested person may, on or before October 21, 2005, comment on the facts bearing upon whether the application has been made in accordance with the rules of Amex, and what terms, if any, should be imposed by the Commission for the protection of investors. All comment letters may be submitted by either of the following methods: 5 17 1 15 Jkt 205001 PO 00000 Frm 00055 Fmt 4703 3 15 4 15 Sfmt 4703 57907 E:\FR\FM\04OCN1.SGM U.S.C. 78l(b). U.S.C. 78l(g). 04OCN1 57908 Federal Register / Vol. 70, No. 191 / Tuesday, October 4, 2005 / Notices Electronic Comments • Use the Commission’s Internet comment form (http://www.sec.gov/ rules/delist.shtml); or • Send an e-mail to rulecomments@sec.gov. Please include the File Number 1–10219 or; 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 1–10219. This file number should be included on the subject line if e-mail is used. To help us 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/delist.shtml). Comments are also available for public inspection and copying in the Commission’s Public Reference Room. All comments received will be posted without change; we do not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. The Commission, based on the information submitted to it, will issue an order granting the application after the date mentioned above, unless the Commission determines to order a hearing on the matter. For the Commission, by the Division of Market Regulation, pursuant to delegated authority.5 Jonathan G. Katz, Secretary. [FR Doc. 05–19804 Filed 10–3–05; 8:45 am] BILLING CODE 8010–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–52517; File No. SR–NASD– 2005–059] Self-Regulatory Organizations; National Association of Securities Dealers, Inc.; Order Approving Proposed Rule Change and Amendment No. 1 Thereto, and Notice of Filing and Order Granting Accelerated Approval to Amendment No. 2 to the Proposed Rule Change, To Amend NASD Rule 7090 To Modify the Annual Listing and Administrative Fees September 27, 2005. I. Introduction On May 10, 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’’), 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 NASD Rule 7090 (‘‘Mutual Fund Quotation Service’’) to modify the annual listing and administrative fees. On June 8, 2005, Nasdaq filed Amendment No. 1 to the proposed rule change. The proposed rule change, as modified by Amendment No. 1, was published for comment in the Federal Register on June 21, 2005.3 The Commission received one comment on the proposal.4 On September 14, 2005, Nasdaq filed Amendment No. 2, which incorporated its response to the comment.5 This order approves the proposed rule change, as modified by Amendment No. 1, and provides notice of filing and grants accelerated approval of Amendment No. 2. II. Summary of Comments The Commission received one comment letter on the proposed rule change.6 The commenter stated that it supports the planned enhancements to the MFQS.7 In addition, the commenter 1 15 U.S.C. 78s(b)(1). CFR 240.19b–4. 3 See Securities Exchange Act Release No. 51836 (June 13, 2005), 70 FR 35753 (June 21, 2005) (the ‘‘Release’’). 4 See letter from Peter G. Salmon, Director— Operations & Technology, Investment Company Institute, to Jonathan G. Katz, Secretary, Commission, dated July 12, 2005 (‘‘ICI Letter’’). 5 See Amendment No. 2 Amendment No. 2 changed the proposed implementation date from July 1, 2005 to the later date of either January 1, 2006 or on the date all of the proposed enhancements to the Mutual Fund Quotation Service (‘‘MFQS’’) have been implemented. 6 See footnote 4, supra. 7 See ICI Letter at 1. 2 17 5 17 CFR 200.30–3(a)(1). VerDate Aug<31>2005 16:55 Oct 03, 2005 Jkt 205001 PO 00000 Frm 00056 Fmt 4703 Sfmt 4703 does not object to the proposed fee increases, provided Nasdaq implements the planned enhancements on the schedule outlined in the Release.8 The commenter is concerned that changes in priorities and other factors or events could delay the implementation of the planned enhancements to the MFQS.9 However, the commenter urged that the proposed fee increases only be assessed once the planned enhancements are implemented.10 The commenter does not believe that its recommendation that the proposed fee increases be assessed once the planned enhancements are implemented would impede the completion of the planned enhancements.11 III. Nasdaq Response to Comments In response to the comment letter, Nasdaq amended the filing.12 In response to the commenter’s request that the proposed fee increases only be assessed once the planned enhancements are implemented, Nasdaq amended the implementation date of the changes proposed in Amendment No. 1. Specifically, Amendment No. 2 addresses the commenter’s concern by stating that the proposed rule change will be implemented on the later date of either January 1, 2006 or on the date all of the proposed enhancements to the MFQS system have been implemented. IV. Discussion and Commission Findings After careful review of the proposal, the comment letter, and Nazdaq’s response, 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 selfregulatory organization.13 In particular, the Commission believes that the proposed rule change, as amended, is consistent with Section 15A(b)(5) of the Act,14 which requires, among other things, that the rules of the association provide for the equitable allocation of reasonable dues, fees, and other charges among members and issuers and other persons using any facility or system which NASD operates or controls. The Commission notes that the Nasdaq proposal, as amended, will not be implemented until the later of either 8 Id. at 2. 9 Id. 10 Id. 11 Id. 12 See footnote 5, supra. approving the proposed rule change, the Commission has considered the proposed rule’s impact on efficiency, competition and capital formation. 15 U.S.C. 78s(f). 14 15 U.S.C. 78o3(b)(5). 13 In E:\FR\FM\04OCN1.SGM 04OCN1

Agencies

[Federal Register Volume 70, Number 191 (Tuesday, October 4, 2005)]
[Notices]
[Pages 57907-57908]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 05-19804]


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SECURITIES AND EXCHANGE COMMISSION

[File No. 1-10219]


Issuer Delisting; Notice of Application of Vulcan International 
Corporation To Withdraw Its Common Stock, No Par Value, From Listing 
and Registration on the American Stock Exchange LLC

September 27, 2005.
    On September 6, 2005, Vulcan International Corporation, a Delaware 
corporation (``Issuer''), filed an application with the Securities and 
Exchange Commission (``Commission''), pursuant to Section 12(d) of the 
Securities Exchange Act of 1934 (``Act'') \1\ and Rule 12d2-2(d) 
thereunder,\2\ to withdraw its common stock, no par value 
(``Security''), from listing and registration on the American Stock 
Exchange LLC (``Amex'').
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78l(d).
    \2\ 17 CFR 240.12d2-2(d).
---------------------------------------------------------------------------

    On August 29, 2005, the Board of Directors (``Board'') of the 
Issuer approved resolutions to withdraw the Security from listing and 
registration on Amex. In making its decision to withdraw the Security 
from Amex, the Board stated the following reasons: (i) Various changes 
and circumstances have caused the Board to reevaluate the merits of 
maintaining the Security's Amex listing and registration under the Act; 
(ii) the Board of Directors determined that any beneficial effect on 
the Issuer being listed on Amex and registered under the Act are 
substantially outweighed by current and increasing burdens and costs 
attendant on such listing and registration; (iii) the average daily 
trading volume of shares on Amex during the entire year 2004 was 437.58 
shares and the average trading volume for the first six months of 2005 
was 392.67 shares; (iv) in the past 25 years, the number of outstanding 
shares of the Issuer has decreased from 1,713,990 to 983,707; (v) 
currently, the number of outstanding shares of the Issuer owned by 
persons or entities other than the Board of Directors or management of 
the Issuer is 471,245 shares; (vi) these burdens and costs of 
maintaining an Amex listing and registration under the Act, including 
the costs of management time, outside accounting and legal services 
have substantially increased; (vii) the burdens and costs are in 
addition to the opportunity costs to the Issuer of management time and 
effort that would be required to meet the internal control 
documentation and monitoring requirements of Section 404 of the 
Sarbanes-Oxley Act, as well as the substantial, additional, outside 
accounting and legal costs involved in same; (viii) various rules and 
regulations imposed on the Issuer resulting from its being listed and 
registered will adversely affect its relations with the outside 
certified public accounting firm which has been the sole certified 
public accounting firm utilized by the Issuer for over 80 years; and 
(ix) the Board of Directors anticipate that the Security will be quoted 
on the Pink Sheets, an electronic quotation service for over-the-
counter securities, following the deregistration and delisting from 
Amex, to the extent that market makers continue to demonstrate an 
interest in trading the Security.
    The Issuer stated that it has met the requirements of Amex's rules 
governing an issuer's voluntary withdrawal of a security from listing 
and registration by complying with all the applicable laws in effect in 
Delaware, the state in which it is incorporated.
    The Issuer's application relates solely to the withdrawal of the 
Security from listing on Amex and from registration under Section 12(b) 
of the Act,\3\ and shall not affect its obligation to be registered 
under Section 12(g) of the Act.\4\
---------------------------------------------------------------------------

    \3\ 15 U.S.C. 78l(b).
    \4\ 15 U.S.C. 78l(g).
---------------------------------------------------------------------------

    Any interested person may, on or before October 21, 2005, comment 
on the facts bearing upon whether the application has been made in 
accordance with the rules of Amex, and what terms, if any, should be 
imposed by the Commission for the protection of investors. All comment 
letters may be submitted by either of the following methods:

[[Page 57908]]

Electronic Comments

     Use the Commission's Internet comment form (http://
www.sec.gov/rules/delist.shtml); or
     Send an e-mail to rule-comments@sec.gov. Please include 
the File Number 1-10219 or;

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 1-10219. This file 
number should be included on the subject line if e-mail is used. To 
help us 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/delist.shtml). 
Comments are also available for public inspection and copying in the 
Commission's Public Reference Room. All comments received will be 
posted without change; we do not edit personal identifying information 
from submissions. You should submit only information that you wish to 
make available publicly.
    The Commission, based on the information submitted to it, will 
issue an order granting the application after the date mentioned above, 
unless the Commission determines to order a hearing on the matter.

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\5\
---------------------------------------------------------------------------

    \5\ 17 CFR 200.30-3(a)(1).
---------------------------------------------------------------------------

Jonathan G. Katz,
Secretary.
[FR Doc. 05-19804 Filed 10-3-05; 8:45 am]
BILLING CODE 8010-01-P