Self-Regulatory Organizations; Philadelphia Stock Exchange, Inc.; Notice of Filing of Proposed Rule Change and Amendment No. 1 Thereto Relating to Amending Exchange Delisting Rules To Conform to Recent Amendments to Commission Rules Regarding Removal From Listing and Withdrawal From Registration, 14769-14772 [E6-4183]
Download as PDF
<![CDATA[
Federal Register / Vol. 71, No. 56 / Thursday, March 23, 2006 / Notices
the Member Governor and the
Designated Independent Governor who
are both elected by the Members, would
be represented by at least 20% of the
Committee in compliance the fair
representation requirement of Section
6(b)(3) of the Act.21
Æ The Quality of Markets Committee
would not change in any way, except
that ‘‘Non-Industry Governors’’ would
be called ‘‘Independent Governors’’ and
‘‘Industry Governors’’ would be called
‘‘Stockholder Governors.’’
In addition, various technical
modifications have been made to the
Phlx By-Laws for purposes of
consistency.
2. Statutory Basis
The Exchange believes that its
proposal is consistent with Section 6(b)
of the Act 22 in general, and furthers the
objectives of Section 6(b)(3) of the Act 23
in particular, in that it is designed to
assure a fair representation of its
members in the selection of its directors
and administration of its affairs because
the members will elect five Designated
Governors, including two Designated
Independent Governors, one PBOT
Governor, and 2 Member Governors.
The Exchange also believes that its
proposal furthers the objectives of
Section 6(b)(3) of the Act 24 because the
Nominating, Elections and Governance
Committee will consist of three
Independent Governors (one of whom
must be a Designated Independent
Governor), one Stockholder Governor,
and one Member Governor, with the
Designated Independent Governor
elected by the Members, ensuring
greater Member representation.
B. Self-Regulatory Organization’s
Statement on Burden on Competition
The Exchange does not believe that
the proposed rule change would impose
any burden on competition that is not
necessary or appropriate in furtherance
of the purposes of the Act.
C. Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received From
Members, Participants or Others
No written comments were either
solicited or received by the Exchange.
wwhite on PROD1PC61 with NOTICES
III. Date of Effectiveness of the
Proposed Rule
Within 35 days of the date of
publication of this notice in the Federal
Register or within such longer period (i)
21 15
U.S.C. 78f(b)(3).
U.S.C. 78f(b).
23 15 U.S.C. 78f(b)(3).
24 15 U.S.C. 78f(b)(3).
22 15
VerDate Aug<31>2005
16:54 Mar 22, 2006
Jkt 208001
as the Commission may designate up to
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 self-regulatory
organization 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.
The Phlx has requested accelerated
approval of the proposed rule change.
While the Commission will not grant
accelerated approval at this time, the
Commission will consider granting
accelerated approval of the proposal at
the close of the comment period, 21
days from the date of publication of the
proposal in the Federal Register.
IV. Solicitation of Comments
Interested persons are invited to
submit written data, views, and
arguments concerning the foregoing,
including whether the proposed rule
change, as amended, 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
No. SR–Phlx–2005–93 on the subject
line.
Paper Comments
• Send paper comments in triplicate
to Nancy M. Morris, Secretary,
Securities and Exchange Commission,
100 F Street, NE., Washington, DC
20549–1090.
All submissions should refer to File
Number SR–Phlx–2005–93. 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 Commissions
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
PO 00000
Frm 00093
Fmt 4703
Sfmt 4703
14769
Room. Copies of such filing also will be
available for inspection and copying at
the principal office of the Phlx. 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–Phlx–2005–93 and should
be submitted by April 13, 2006.
For the Commission, by the Division of
Market Regulation, pursuant to delegated
authority.25
Jill M. Peterson,
Assistant Secretary.
[FR Doc. 06–2857 Filed 3–21–06; 11:52 am]
BILLING CODE 8010–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–53496; File No. SR–Phlx–
2005–62]
Self-Regulatory Organizations;
Philadelphia Stock Exchange, Inc.;
Notice of Filing of Proposed Rule
Change and Amendment No. 1 Thereto
Relating to Amending Exchange
Delisting Rules To Conform to Recent
Amendments to Commission Rules
Regarding Removal From Listing and
Withdrawal From Registration
March 16, 2006.
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934
(‘‘Act’’)&thnsp;1, and Rule 19b–4 2
thereunder, notice is hereby given that
on October 25, 2006, the Philadelphia
Stock Exchange, Inc. (‘‘Phlx’’ 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 Phlx. On January 4,
2006, Phlx filed Amendment No. 1 to
the proposed rule change.3 The
Commission is publishing this notice to
solicit comments on the proposed rule
change, as amended, from interested
persons.
25 17
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
3 In Amendment No. 1, Phlx amended its rule text
and the purpose section of the Exchange’s Form
19b–4 to clarify the effective date of the proposed
rule change and revised Phlx Rule 809 to state that
an issuer proposing to withdraw a security from
listing on the Exchange must provide a copy of
Form 25 to the Exchange upon filing with the
Commission.
1 15
E:\FR\FM\23MRN1.SGM
23MRN1
14770
Federal Register / Vol. 71, No. 56 / Thursday, March 23, 2006 / Notices
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Phlx proposes to amend Phlx
Rules 809 (Issuer Request for Removal
and Delisting of Securities), 810
(Suspension and Delisting Policies
Based on Exchange Findings), and 811
(Delisting Policies and Procedures) in
view of the recent adoption by the
Commission of amendments to its
rules 4 that would streamline the
procedure for removing from listing,
and withdrawing from registration,
securities under Section 12(b) of the
Act.5 The text of the proposed rule
change is below. Proposed new
language is italicized; proposed
deletions are in [brackets].
*
*
*
*
*
Rule 809
Issuer Request for Removal and
Delisting of Securities
*
*
*
*
*
The following will be the operative
text of Rule 809 effective as of April 24,
2006:
An issuer proposing to withdraw a
security from listing on the Exchange
shall submit the following:
A certified copy of a resolution
adopted by the Board of Directors of the
issuer authorizing withdrawal from
listing and registration and a statement
setting forth in detail the reasons for the
proposed withdrawal and the facts in
support thereof.
The issuer may be required to submit
the proposed withdrawal to the security
holders for their vote at a meeting for
which proxies are solicited provided the
stock is not also listed on another
Exchange having similar requirements.
An issuer proposing to withdraw a
security from listing on the Exchange
shall do so by electronically submitting
to the Securities and Exchange
Commission Form 25 via the EDGAR
system in compliance with all of the
requirements of Rule 12d2–2(c) under
the Exchange Act, and shall
simultaneously provide a copy of such
Form 25 to the Exchange.
*
*
*
*
*
Rule 810
Suspension and Delisting Policies
Based on Exchange Findings
wwhite on PROD1PC61 with NOTICES
*
*
*
*
*
4 See Securities Exchange Act Release No. 52029
(July 14, 2005), 70 FR 42456 (July 22, 2005) (the
‘‘Delisting Release’’). Changes to Commission rules
under the Act pursuant to the Delisting Release will
not be operative until April 24, 2006.
5 15 U.S.C. 78s(b)(1).
VerDate Aug<31>2005
16:54 Mar 22, 2006
Jkt 208001
The following will be the operative
text of Rule 810 effective as of April 24,
2006:
(a) through (c)—No Change.
Commentary:
.01 An application by the Exchange to
strike a security from listing and/or
registration will be submitted to the
Securities and Exchange Commission
electronically on Form 25 via the
EDGAR system, and a copy of the
application on Form 25 will be promptly
delivered to the issuer.
*
*
*
*
*
Rule 811
Delisting Policies and Procedures
*
*
*
*
*
The following will be the operative
text of Rule 811 effective as of April 24,
2006:
(a) through (f)—No Change.
(g) At the conclusion of the hearing
the Committee will present its findings
to the Board of Governors so that a final
determination can be made. Such
decision shall be final. If the Committee
or the Board determines that the
security of the issuer should be removed
from listing, an application shall be
submitted by the Exchange to the
Securities and Exchange Commission
(‘‘Commission’’) to strike the security
from listing and registration and a copy
of such application shall be furnished to
the issuer in accordance with Section 12
of the Exchange Act and the rules
promulgated thereunder. If the decision
is that the security should not be
removed from listing, the issuer will
receive a notice to that effect from the
Exchange.
An application by the Exchange to
strike a security from listing and/or
registration will be submitted to the
Commission electronically on Form 25
via the EDGAR system, and a copy of
the application on Form 25 will be
promptly delivered to the issuer.
The actions required to be taken by
the Exchange and issuers to strike a
security from listing and/or registration
[for routine reason, such as redemption,
maturity and retirement, is] are set forth
in Rule 12d2–2[(a)] and Rule 19d–1
promulgated under the Exchange Act.
The relevant portions of [the] Section
12 of the Exchange Act and Rules
promulgated thereunder pertaining to
the suspension, removal or withdrawal
of registration/and or listing of
securities [for all other reasons], and the
timing thereof are summarized below:
(1) [SEC authorization for
w]Withdrawal of registration and/or
striking for certain corporate events
from listing of Exchange listed
security—Section 12(d) of the Exchange
Act and Rule 12d2–d(a) thereunder;
PO 00000
Frm 00094
Fmt 4703
Sfmt 4703
(2) suspension of trading by
Exchange—Rule 12d2–1 under the
Exchange Act;
(3) application of Exchange to strike
security from listing and or/registration
and notice provisions—Rule 12d2–2 (a)
and (b) [(c) and (e)] under the Exchange
Act;[ or]
(4) application of issuer to withdraw
from listing and registration and notice
provisions—Rule 12d2–2([d) and (e]c)
under the Exchange Act[.];
(5) timing and effectiveness of
application by issuer or Exchange to
strike a security from listing and/or
registration—Rule 12d2–2(d) under the
Exchange Act; or
(6) exemption of certain standardized
options and futures products from
Section 12(d) of the Act—Rule 12d2–
2(e).
In appropriate circumstances, when
the Exchange is considering delisting
because a company no longer meets the
requirements for continued listing, a
company may[, with the consent of the
Exchange,] file a delisting application
electronically on Form 25 via the
EDGAR system, and shall no fewer than
ten days prior to filing Form 25 provide
written notice to the Exchange, provided
that it states in its application that it [is
no longer eligible for continued listing
on the Exchange] has complied with the
rules of the Exchange and the
requirements of Rule 12d2–2(c) under
the Exchange Act governing the
voluntary withdrawal of the class of
securities from listing and registration
on the Exchange.6
Pursuant to this rule, the Exchange
will provide public notice of its final
determination to remove a security from
listing and/or registration by issuing a
press release and posting a notice on its
web site. Such notice will be
disseminated no fewer than ten days
before the delisting becomes effective
pursuant to paragraph (d)(1) of Rule
12d2–2 under the Exchange Act, and
will remain posted on the web site until
the delisting is effective.
*
*
*
*
*
6 Phlx intends to amend its rule text to clarify that
an issuer that is below the continued listing policies
and standards of the Exchange and seeks to
voluntarily apply to withdraw a class of securities
from listing must disclose that it is no longer
eligible for continued listing in its statement of
material facts relating to the reason for withdrawal
from listing, its public press release, and its Web
site notice. Telephone conversation between Jurij
Trypupenko, Director, Phlx, and Ronesha A. Butler,
Special Counsel, Division of Market Regulation,
Commission, on March 15, 2006.
E:\FR\FM\23MRN1.SGM
23MRN1
Federal Register / Vol. 71, No. 56 / Thursday, March 23, 2006 / Notices
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
Phlx 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 Phlx 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
wwhite on PROD1PC61 with NOTICES
1. Purpose
The purpose of the proposed rule
change is to conform the Exchange’s
Rules 809, 810, and 811 to the
Commission’s recent actions regarding
streamlining the procedures for
removing from listing, and withdrawing
from registration, securities under
Section 12(d) of the Act.
On July 14, 2005, the Commission
published the Delisting Release making
changes to the Commission’s rules
governing removal from listing and
registration and instituting electronic
submission of Form 25.7 In the Delisting
Release, the Commission, among other
things, adopted amendments to Rules
12d2–2 and 19d–1 under the Act and
Form 25 thereunder,8 to indicate that
national securities exchanges and
issuers that seek to delist and/or
deregister securities under Section 12(d)
of the Act will do so by electronically
filing Form 25 via the Commission’s
Electronic Data Gathering, Analysis, and
Retrieval (‘‘EDGAR’’) system.9
Phlx Rule 811 (Delisting Policies and
Procedures) currently establishes a
procedure for the Exchange to delist a
company that is below the Exchange’s
continued listing criteria (and not able
to otherwise qualify under an initial
listing standard), which includes an
opportunity for a company to come into
compliance, provision of notice of the
Exchange staff’s decision to delist, and
7 See Securities Exchange Act Release No. 52029
(July 14, 2005), 70 FR 42456 (July 22, 2005).
8 17 CFR 240.12d2–2, 17 CFR 240.19d–1, and 17
CFR Part 249.25. The Exchange likewise adopted
amendments to Rule 101 of Regulation S–T, 17 CFR
232.101.
9 To permit the EDGAR system to differentiate
between a Form 25 filed by exchanges and by
issuers, the Commission established that a Form 25
filed by exchanges would have the EDGAR
submission type of 25–NSE and a Form 25 filed by
issuers would have the EDGAR submission type of
25.
VerDate Aug<31>2005
16:54 Mar 22, 2006
Jkt 208001
opportunity for a company to appeal the
decision to a committee designated by
the Exchange’s board of directors; and
indicates that the Exchange will follow
Section 12(d) of the Act and
Commission Rule 12d2–2.
The Exchange proposes changes to
Phlx Rule 811 to conform it to the
Delisting Release. The proposed changes
to Phlx Rule 811 include language
modifications that: indicate that
applications by the Exchange to strike a
security from listing and/or registration
will be submitted on Form 25 via
EDGAR, and a copy will be promptly
delivered to the issuer; add a reference
to Commission Rule 19d–1 under the
Act in terms of the Exchange and issuers
following the procedures established in
Commission Rule 19d–1 along with
Commission Rule 12d2–2 under the Act;
expand and modify references to
Commission Rule 12d2–2 so that they
are commensurate with the Delisting
Release; and provide for public notice of
the Exchange’s final determination to
remove a security from listing and/or
registration by issuing a press release
and posting a notice on its web site for
the requisite period of time. The
proposed changes to Phlx Rule 811 also
relate to the exemption of certain
standardized options and futures
products from Section 12(d) of the Act.
Phlx Rule 810 (Suspension and
Delisting Policies Based on Exchange
Findings) currently provides that if an
issuer cannot demonstrate proper listing
compliance it will be subject to delisting
procedures pursuant to Phlx Rule 811;
and that if the entire outstanding
amount of a class, issue or series is
retired through payment at maturity or
through redemption, reclassification or
otherwise, the Exchange may give notice
to the SEC on Form 25. The Exchange
proposes a change to clarify that Form
25 will be electronically filed via
EDGAR, in compliance with the
Delisting Release.
Phlx Rule 809 (Issuer Request for
Removal and Delisting of Securities)
currently provides that if an issuer
desires to withdraw a security from
listing it must, among other things,
provide a certified copy of a resolution
adopted by the Board of Directors of the
issuer authorizing withdrawal from
listing and registration and a statement
setting forth in detail the reasons for the
proposed withdrawal and the facts in
support thereof. The Exchange proposes
to clarify that for such requests an issuer
shall use Form 25 electronically filed
via Edgar in compliance with all of the
requirements of Commission Rule
12d2–2(c) under the Act for such
requests, in compliance with the
Delisting Release.
PO 00000
Frm 00095
Fmt 4703
Sfmt 4703
14771
The Exchange believes that the
proposed changes conform its rules to
the Delisting Release and streamline the
process for delisting and/or
deregistration.
2. Statutory Basis
The Exchange believes that its
proposal, as amended, is consistent with
Section 6(b) of the Act 10 in general, and
furthers the objectives of Section 6(b)(5)
of the Act 11 in particular, in that it is
designed to promote just and equitable
principles of trade, to remove
impediments to and to perfect the
mechanism of a free and open market
and a national market system and, in
general, to protect investors and the
public interest.
B. Self-Regulatory Organization’s
Statement on Burden on Competition
The Phlx does not believe that the
proposed rule change, as amended, will
impose any burden on competition not
necessary or appropriate in furtherance
of the purposes of the Act.
C. Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received From
Members, Participants, or Others
No written comments were either
solicited or received.
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
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 Phlx consents, the
Commission will:
(A) By order approve such 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, as amended, 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
10 15
11 15
E:\FR\FM\23MRN1.SGM
U.S.C. 78f(b).
U.S.C. 78f(b)(5).
23MRN1
14772
Federal Register / Vol. 71, No. 56 / Thursday, March 23, 2006 / Notices
• Send an e-mail to rulecomments@sec.gov. Please include File
Number SR–Phlx–2005–62 on the
subject line.
SUMMARY: The proposed information
collection described below will be
submitted to the Office of Management
and Budget (OMB) for review, as
required by the Paperwork Reduction
Paper Comments
Act of 1995 (44 U.S.C Chapter 35, as
• Send paper comments in triplicate
amended). The Tennessee Valley
to Nancy M. Morris, Secretary,
Authority is soliciting public comments
Securities and Exchange Commission,
on this proposed collection as provided
100 F Street, NE., Washington, DC
by 5 CFR Section 1320.8(d)(1). Requests
20549–1090.
for information, including copies of the
All submissions should refer to File
information collection proposed and
Number SR–Phlx–2005–62. This file
supporting documentation, should be
number should be included on the
directed to the Agency Clearance
subject line if e-mail is used. To help the Officer: Alice D. Witt, Tennessee Valley
Commission process and review your
Authority, 1101 Market Street (EB 5B),
comments more efficiently, please use
Chattanooga, Tennessee 37402–2801;
only one method. The Commission will (423) 751–6832.
post all comments on the Commission’s
Comments should be sent to the
Internet Web site (https://www.sec.gov/
Agency Clearance Officer no later than
rules/sro.shtml). Copies of the
May 22, 2006.
submission, all subsequent
SUPPLEMENTARY INFORMATION:
amendments, all written statements
Type of Request: Regular Submission.
with respect to the proposed rule
Title of Information Collection: TVA
change that are filed with the
Accounts Payable Customer Satisfaction
Commission, and all written
Survey.
communications relating to the
Frequency of Use: On occasion.
proposed rule change between the
Small Business or Organizations
Commission and any person, other than
Affected: Yes.
those that may be withheld from the
Estimated Number of Annual
public in accordance with the
Responses: 2,000.
provisions of 5 U.S.C. 552, will be
Estimated Total Annual Burden
available for inspection and copying in
Hours: 200.
the Commission’s Public Reference
Estimated Average Burden Hours Per
Room. Copies of the filing also will be
Response: 10 minutes.
available for inspection and copying at
Need For and Use of Information:
the principal office of the Phlx.
This information collection will be
All comments received will be posted
distributed by e-mail to TVA’s suppliers
without change; the Commission does
that receive remittance information by
not edit personal identifying
e-mail. The information collected will
information from submissions. You
be used to evaluate current performance
should submit only information that
of the Accounts Payable Department
you wish to make available publicly. All
(APD) which will identify areas for
submissions should refer to File
improvement and enable APD to
Number SR–Phlx–2005–62 and should
provide better service to suppliers and
be submitted on or before April 13,
facilitate commerce between TVA and
2006.
its suppliers.
For the Commission, by the Division of
Market Regulation, pursuant to delegated
authority.12
Nancy M. Morris,
Secretary.
[FR Doc. E6–4183 Filed 3–22–06; 8:45 am]
Jacklyn J. Stephenson,
Senior Manager, Enterprise Operations
Information Services.
[FR Doc. E6–4178 Filed 3–22–06; 8:45 am]
BILLING CODE 8120–01–P
BILLING CODE 8010–01–P
DEPARTMENT OF TRANSPORTATION
TENNESSEE VALLEY AUTHORITY
Federal Aviation Administration
wwhite on PROD1PC61 with NOTICES
Paperwork Reduction Act of 1995, as
Amended by Pub. L. 104–13;
Submission for OMB Review;
Comment Request
Tennessee Valley Authority.
ACTION: Proposed Collection; comment
request.
AGENCY:
12 17
16:54 Mar 22, 2006
Federal Aviation
Administration, (FAA), DOT.
ACTION: Notice.
AGENCY:
SUMMARY: The FAA hereby gives notice
of its intention to grant an exclusive
CFR 200.30–3(a)(12).
VerDate Aug<31>2005
Notice of Intention To Grant Exclusive
License in Government-Owned
Invention
Jkt 208001
PO 00000
Frm 00096
Fmt 4703
Sfmt 4703
license in the invention titled
‘‘Automated System for Assisting
Employees to Comply with Filing
Requirements’’, Application Number
11/174,642, to HRWorx LLC, a small
business located in Herndon, VA.
HRWorks is participating in a
Cooperative Research and Development
Agreement with the William J. Hughes
Technical Center to further develop and
commercialize the Government-owned
invention. (Authority: 35 U.S.C. 209, 15
U.S.C. 3710a, 37 CFR part 401)
DATES: Comments in response to this
notice may be submitted on or before
April 7, 2006.
ADDRESSES: Comments about this Notice
may be mailed or delivered to the FAA
at the following address: Office of the
Center Counsel, ACT–7, Federal
Aviation Administration William J.
Hughes Technical Center, Atlantic City
International Airport, New Jersey 08405,
or by e-mail to james.drew@faa.gov.
FOR FURTHER INFORMATION CONTACT:
James Drew, Senior Attorney, ACT–7,
Federal Aviation Administration
William J. Hughes Technical Center,
Atlantic City International Airport, New
Jersey 08405, telephone (609) 485–7093
or by e-mail to james.drew@faa.gov.
Issued in Atlantic City, New Jersey, on
March 17, 2006.
James J. Drew,
Senior Attorney, Intellectual Property.
[FR Doc. E6–4209 Filed 3–22–06; 8:45 am]
BILLING CODE 4910–13–P
DEPARTMENT OF TRANSPORTATION
Federal Transit Administration
Alternative Transportation in Parks
and Public Lands Program
Federal Transit Administration
(FTA), DOT.
ACTION: Notice of Funding Availability;
Solicitation of Proposals for Funding
through the Alternative Transportation
in Parks and Public Lands Program.
AGENCY:
SUMMARY: This solicitation is for
proposals for fiscal year 2006 funding
through the new Alternative
Transportation in Parks and Public
Lands program, administered by the
Federal Transit Administration in
partnership with the Department of the
Interior and the U.S. Department of
Agriculture’s Forest Service. The
purpose of the program is to enhance
the protection of national parks and
Federal lands, and increase the
enjoyment of those visiting them. The
program funds capital and planning
expenses for alternative transportation
systems in parks and public lands.
E:\FR\FM\23MRN1.SGM
23MRN1
]]>Agencies
[Federal Register Volume 71, Number 56 (Thursday, March 23, 2006)]
[Notices]
[Pages 14769-14772]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E6-4183]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-53496; File No. SR-Phlx-2005-62]
Self-Regulatory Organizations; Philadelphia Stock Exchange, Inc.;
Notice of Filing of Proposed Rule Change and Amendment No. 1 Thereto
Relating to Amending Exchange Delisting Rules To Conform to Recent
Amendments to Commission Rules Regarding Removal From Listing and
Withdrawal From Registration
March 16, 2006.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act'')&thnsp;\1\, and Rule 19b-4 \2\ thereunder, notice is hereby
given that on October 25, 2006, the Philadelphia Stock Exchange, Inc.
(``Phlx'' 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 Phlx. On January 4, 2006, Phlx filed Amendment No. 1 to the
proposed rule change.\3\ The Commission is publishing this notice to
solicit comments on the proposed rule change, as amended, from
interested persons.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ In Amendment No. 1, Phlx amended its rule text and the
purpose section of the Exchange's Form 19b-4 to clarify the
effective date of the proposed rule change and revised Phlx Rule 809
to state that an issuer proposing to withdraw a security from
listing on the Exchange must provide a copy of Form 25 to the
Exchange upon filing with the Commission.
---------------------------------------------------------------------------
[[Page 14770]]
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Phlx proposes to amend Phlx Rules 809 (Issuer Request for
Removal and Delisting of Securities), 810 (Suspension and Delisting
Policies Based on Exchange Findings), and 811 (Delisting Policies and
Procedures) in view of the recent adoption by the Commission of
amendments to its rules \4\ that would streamline the procedure for
removing from listing, and withdrawing from registration, securities
under Section 12(b) of the Act.\5\ The text of the proposed rule change
is below. Proposed new language is italicized; proposed deletions are
in [brackets].
---------------------------------------------------------------------------
\4\ See Securities Exchange Act Release No. 52029 (July 14,
2005), 70 FR 42456 (July 22, 2005) (the ``Delisting Release'').
Changes to Commission rules under the Act pursuant to the Delisting
Release will not be operative until April 24, 2006.
\5\ 15 U.S.C. 78s(b)(1).
---------------------------------------------------------------------------
* * * * *
Rule 809
Issuer Request for Removal and Delisting of Securities
* * * * *
The following will be the operative text of Rule 809 effective as
of April 24, 2006:
An issuer proposing to withdraw a security from listing on the
Exchange shall submit the following:
A certified copy of a resolution adopted by the Board of Directors
of the issuer authorizing withdrawal from listing and registration and
a statement setting forth in detail the reasons for the proposed
withdrawal and the facts in support thereof.
The issuer may be required to submit the proposed withdrawal to the
security holders for their vote at a meeting for which proxies are
solicited provided the stock is not also listed on another Exchange
having similar requirements.
An issuer proposing to withdraw a security from listing on the
Exchange shall do so by electronically submitting to the Securities and
Exchange Commission Form 25 via the EDGAR system in compliance with all
of the requirements of Rule 12d2-2(c) under the Exchange Act, and shall
simultaneously provide a copy of such Form 25 to the Exchange.
* * * * *
Rule 810
Suspension and Delisting Policies Based on Exchange Findings
* * * * *
The following will be the operative text of Rule 810 effective as
of April 24, 2006:
(a) through (c)--No Change.
Commentary:
.01 An application by the Exchange to strike a security from
listing and/or registration will be submitted to the Securities and
Exchange Commission electronically on Form 25 via the EDGAR system, and
a copy of the application on Form 25 will be promptly delivered to the
issuer.
* * * * *
Rule 811
Delisting Policies and Procedures
* * * * *
The following will be the operative text of Rule 811 effective as
of April 24, 2006:
(a) through (f)--No Change.
(g) At the conclusion of the hearing the Committee will present its
findings to the Board of Governors so that a final determination can be
made. Such decision shall be final. If the Committee or the Board
determines that the security of the issuer should be removed from
listing, an application shall be submitted by the Exchange to the
Securities and Exchange Commission (``Commission'') to strike the
security from listing and registration and a copy of such application
shall be furnished to the issuer in accordance with Section 12 of the
Exchange Act and the rules promulgated thereunder. If the decision is
that the security should not be removed from listing, the issuer will
receive a notice to that effect from the Exchange.
An application by the Exchange to strike a security from listing
and/or registration will be submitted to the Commission electronically
on Form 25 via the EDGAR system, and a copy of the application on Form
25 will be promptly delivered to the issuer.
The actions required to be taken by the Exchange and issuers to
strike a security from listing and/or registration [for routine reason,
such as redemption, maturity and retirement, is] are set forth in Rule
12d2-2[(a)] and Rule 19d-1 promulgated under the Exchange Act.
The relevant portions of [the] Section 12 of the Exchange Act and
Rules promulgated thereunder pertaining to the suspension, removal or
withdrawal of registration/and or listing of securities [for all other
reasons], and the timing thereof are summarized below:
(1) [SEC authorization for w]Withdrawal of registration and/or
striking for certain corporate events from listing of Exchange listed
security--Section 12(d) of the Exchange Act and Rule 12d2-d(a)
thereunder;
(2) suspension of trading by Exchange--Rule 12d2-1 under the
Exchange Act;
(3) application of Exchange to strike security from listing and or/
registration and notice provisions--Rule 12d2-2 (a) and (b) [(c) and
(e)] under the Exchange Act;[ or]
(4) application of issuer to withdraw from listing and registration
and notice provisions--Rule 12d2-2([d) and (e]c) under the Exchange
Act[.];
(5) timing and effectiveness of application by issuer or Exchange
to strike a security from listing and/or registration--Rule 12d2-2(d)
under the Exchange Act; or
(6) exemption of certain standardized options and futures products
from Section 12(d) of the Act--Rule 12d2-2(e).
In appropriate circumstances, when the Exchange is considering
delisting because a company no longer meets the requirements for
continued listing, a company may[, with the consent of the Exchange,]
file a delisting application electronically on Form 25 via the EDGAR
system, and shall no fewer than ten days prior to filing Form 25
provide written notice to the Exchange, provided that it states in its
application that it [is no longer eligible for continued listing on the
Exchange] has complied with the rules of the Exchange and the
requirements of Rule 12d2-2(c) under the Exchange Act governing the
voluntary withdrawal of the class of securities from listing and
registration on the Exchange.\6\
---------------------------------------------------------------------------
\6\ Phlx intends to amend its rule text to clarify that an
issuer that is below the continued listing policies and standards of
the Exchange and seeks to voluntarily apply to withdraw a class of
securities from listing must disclose that it is no longer eligible
for continued listing in its statement of material facts relating to
the reason for withdrawal from listing, its public press release,
and its Web site notice. Telephone conversation between Jurij
Trypupenko, Director, Phlx, and Ronesha A. Butler, Special Counsel,
Division of Market Regulation, Commission, on March 15, 2006.
---------------------------------------------------------------------------
Pursuant to this rule, the Exchange will provide public notice of
its final determination to remove a security from listing and/or
registration by issuing a press release and posting a notice on its web
site. Such notice will be disseminated no fewer than ten days before
the delisting becomes effective pursuant to paragraph (d)(1) of Rule
12d2-2 under the Exchange Act, and will remain posted on the web site
until the delisting is effective.
* * * * *
[[Page 14771]]
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 Phlx 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 Phlx 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 purpose of the proposed rule change is to conform the
Exchange's Rules 809, 810, and 811 to the Commission's recent actions
regarding streamlining the procedures for removing from listing, and
withdrawing from registration, securities under Section 12(d) of the
Act.
On July 14, 2005, the Commission published the Delisting Release
making changes to the Commission's rules governing removal from listing
and registration and instituting electronic submission of Form 25.\7\
In the Delisting Release, the Commission, among other things, adopted
amendments to Rules 12d2-2 and 19d-1 under the Act and Form 25
thereunder,\8\ to indicate that national securities exchanges and
issuers that seek to delist and/or deregister securities under Section
12(d) of the Act will do so by electronically filing Form 25 via the
Commission's Electronic Data Gathering, Analysis, and Retrieval
(``EDGAR'') system.\9\
---------------------------------------------------------------------------
\7\ See Securities Exchange Act Release No. 52029 (July 14,
2005), 70 FR 42456 (July 22, 2005).
\8\ 17 CFR 240.12d2-2, 17 CFR 240.19d-1, and 17 CFR Part 249.25.
The Exchange likewise adopted amendments to Rule 101 of Regulation
S-T, 17 CFR 232.101.
\9\ To permit the EDGAR system to differentiate between a Form
25 filed by exchanges and by issuers, the Commission established
that a Form 25 filed by exchanges would have the EDGAR submission
type of 25-NSE and a Form 25 filed by issuers would have the EDGAR
submission type of 25.
---------------------------------------------------------------------------
Phlx Rule 811 (Delisting Policies and Procedures) currently
establishes a procedure for the Exchange to delist a company that is
below the Exchange's continued listing criteria (and not able to
otherwise qualify under an initial listing standard), which includes an
opportunity for a company to come into compliance, provision of notice
of the Exchange staff's decision to delist, and opportunity for a
company to appeal the decision to a committee designated by the
Exchange's board of directors; and indicates that the Exchange will
follow Section 12(d) of the Act and Commission Rule 12d2-2.
The Exchange proposes changes to Phlx Rule 811 to conform it to the
Delisting Release. The proposed changes to Phlx Rule 811 include
language modifications that: indicate that applications by the Exchange
to strike a security from listing and/or registration will be submitted
on Form 25 via EDGAR, and a copy will be promptly delivered to the
issuer; add a reference to Commission Rule 19d-1 under the Act in terms
of the Exchange and issuers following the procedures established in
Commission Rule 19d-1 along with Commission Rule 12d2-2 under the Act;
expand and modify references to Commission Rule 12d2-2 so that they are
commensurate with the Delisting Release; and provide for public notice
of the Exchange's final determination to remove a security from listing
and/or registration by issuing a press release and posting a notice on
its web site for the requisite period of time. The proposed changes to
Phlx Rule 811 also relate to the exemption of certain standardized
options and futures products from Section 12(d) of the Act.
Phlx Rule 810 (Suspension and Delisting Policies Based on Exchange
Findings) currently provides that if an issuer cannot demonstrate
proper listing compliance it will be subject to delisting procedures
pursuant to Phlx Rule 811; and that if the entire outstanding amount of
a class, issue or series is retired through payment at maturity or
through redemption, reclassification or otherwise, the Exchange may
give notice to the SEC on Form 25. The Exchange proposes a change to
clarify that Form 25 will be electronically filed via EDGAR, in
compliance with the Delisting Release.
Phlx Rule 809 (Issuer Request for Removal and Delisting of
Securities) currently provides that if an issuer desires to withdraw a
security from listing it must, among other things, provide a certified
copy of a resolution adopted by the Board of Directors of the issuer
authorizing withdrawal from listing and registration and a statement
setting forth in detail the reasons for the proposed withdrawal and the
facts in support thereof. The Exchange proposes to clarify that for
such requests an issuer shall use Form 25 electronically filed via
Edgar in compliance with all of the requirements of Commission Rule
12d2-2(c) under the Act for such requests, in compliance with the
Delisting Release.
The Exchange believes that the proposed changes conform its rules
to the Delisting Release and streamline the process for delisting and/
or deregistration.
2. Statutory Basis
The Exchange believes that its proposal, as amended, is consistent
with Section 6(b) of the Act \10\ in general, and furthers the
objectives of Section 6(b)(5) of the Act \11\ in particular, in that it
is designed to promote just and equitable principles of trade, to
remove impediments to and to perfect the mechanism of a free and open
market and a national market system and, in general, to protect
investors and the public interest.
---------------------------------------------------------------------------
\10\ 15 U.S.C. 78f(b).
\11\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------
B. Self-Regulatory Organization's Statement on Burden on Competition
The Phlx does not believe that the proposed rule change, as
amended, will impose any burden on competition not necessary or
appropriate in furtherance of the purposes of the Act.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
No written comments were either solicited or received.
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 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 Phlx consents, the Commission will:
(A) By order approve such 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, as amended, 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
[[Page 14772]]
Send an e-mail to rule-comments@sec.gov. Please include
File Number SR-Phlx-2005-62 on the subject line.
Paper Comments
Send paper comments in triplicate to Nancy M. Morris,
Secretary, Securities and Exchange Commission, 100 F Street, NE.,
Washington, DC 20549-1090.
All submissions should refer to File Number SR-Phlx-2005-62. 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 the
filing also will be available for inspection and copying at the
principal office of the Phlx.
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-Phlx-2005-62
and should be submitted on or before April 13, 2006.
For the Commission, by the Division of Market Regulation,
pursuant to delegated authority.\12\
---------------------------------------------------------------------------
\12\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------
Nancy M. Morris,
Secretary.
[FR Doc. E6-4183 Filed 3-22-06; 8:45 am]
BILLING CODE 8010-01-P
