Emergency Order Pursuant to Section 12(k)(2) of the Securities Exchange Act of 1934 Taking Temporary Action To Respond to Market Developments, 55174-55175 [E8-22370]

Download as PDF jlentini on PROD1PC65 with NOTICES 55174 Federal Register / Vol. 73, No. 186 / Wednesday, September 24, 2008 / Notices SBIB STERLING BANCSHARES INC SBKC SECURITY BANK CORP SBNY SIGNATURE BANK NEW YORK N Y SBP SANTANDER BANCORP SBSI SOUTHSIDE BANCSHARES INC SCA SECURITY CAPITAL ASSURANCE LTD SCB COMMUNITY BANKSHARES INC S C SCBT S C B T FINANCIAL CORP SCHW SCHWAB CHARLES CORP NEW SCMF SOUTHERN COMMUNITY FINCL CORP SEAB SEABRIGHT INSURANCE HOLDINGS INC SF STIFEL FINANCIAL CORP SFG STANCORP FINANCIAL GROUP INC SFNC SIMMONS 1ST NATIONAL CORP SFST SOUTHERN FIRST BANCSHARES INC SGB SOUTHWEST GEORGIA FINANCIAL CORP SHG SHINHAN FINANCIAL GROUP CO LTD SIEB SIEBERT FINANCIAL CORP SIFI SI FINANCIAL GROUP INC SIGI SELECTIVE INSURANCE GROUP INC SIVB S V B FINANCIAL GROUP SLF SUN LIFE FINANCIAL INC SLM S L M CORP SMBC SOUTHERN MISSOURI BANCORP INC SMCG MILLENNIUM INDIA ACQUISIT CO INC SMHG SANDERS MORRIS HARRIS GROUP INC SMMF SUMMIT FINANCIAL GROUP INC SMTB SMITHTOWN BANCORP INC SNBC SUN BANCORP INC SNV SYNOVUS FINANCIAL CORP SOCB SOUTHCOAST FINANCIAL CORP SOMH SOMERSET HILLS BANCORP SONA SOUTHERN NATIONAL BANCORP VA INC SOV SOVEREIGN BANCORP INC SRCE 1ST SOURCE CORP SSBI SUMMIT STATE BANK SSBX SILVER STATE BANCORP SSFN STEWARDSHIP FINANCIAL CORP STBA S & T BANCORP INC STBC STATE BANCORP INC NY STBK STERLING BANKS INC STEL STELLARONE CORP STFC STATE AUTO FINANCIAL CORP STI SUNTRUST BANKS INC STL STERLING BANCORP STSA STERLING FINANCIAL CORP WASH STT STATE STREET CORP STU STUDENT LOAN CORP SUAI SPECIALTY UNDERWRITERS ALL INC SUBK SUFFOLK BANCORP SUFB SUFFOLK FIRST BANK VA SUPR SUPERIOR BANCORP SUR C N A SURETY CORP SUSQ SUSQUEHANNA BANCSHARES INC PA SVBI SEVERN BANCORP INC MD SWS S W S GROUP INC SYBT S Y BANCORP INC TAMB TAMALPAIS BANCORP TAQ TRANSFORMA ACQUISITION GROUP INC TAYC TAYLOR CAPITAL GROUP INC TBBK BANCORP INC TBHS BANK HOLDINGS THE VerDate Aug<31>2005 17:26 Sep 23, 2008 Jkt 214001 TCB T C F FINANCIAL CORP TCBI TEXAS CAPITAL BANCSHARES INC TCBK TRICO BANCSHARES TCH 21ST CENTURY HOLDING CO TDBK TIDELANDS BANCSHARES INC TFIN TEAM FINANCIAL INC TFSL TFS FINANCIAL CORP TGIC TRIAD GUARANTY INC THFF FIRST FINANCIAL CORP IN THG HANOVER INSURANCE GROUP INC THRD T F FINANCIAL CORP TIBB T I B FINANCIAL CORP TIL TRANS INDIA ACQUISITION CORP TMCV TEMECULA VALLEY BANCORP INC TMK TORCHMARK CORP TMP TOMPKINS FINANCIAL CORP TNCC TENNESSEE COMMERCE BANCORP INC TOFC TOWER FINANCIAL CORP TONE TIERONE CORP TOWN TOWNEBANK TRH TRANSATLANTIC HOLDINGS INC TROW T ROWE PRICE GROUP INC TRST TRUSTCO BANK CORP NY TRUE CENTRUE FINANCIAL CORP NEW TRV TRAVELERS COMPANIES INC TSBK TIMBERLAND BANCORP INC TSFG SOUTH FINL GROUP INC TSH TECHE HOLDING CO TWGP TOWER GROUP INC TWPG THOMAS WEISEL PARTNERS GROUP INC UAM UNIVERSAL AMERICAN CORP UB UNIONBANCAL CORP UBCP UNITED BANCORP INC UBFO UNITED SECURITY BANKSHARES UBNK UNITED FINANCIAL BANCORP INC MD UBOH UNITED BANCSHARES INC UBS U B S AG UBSH UNION BANKSHARES CORP UBSI UNITED BANKSHARES INC UCBA UNITED COMMUNITY BANCORP UCBH U C B H HOLDINGS INC UCBI UNITED COMMUNITY BANKS INC GA UCFC UNITED COMMUNITY FINL CORP OHIO UFCS UNITED FIRE & CAS CO UMBF U M B FINANCIAL CORP UMPQ UMPQUA HOLDINGS CORP UNAM UNICO AMERICAN CORP UNB UNION BANKSHARES INC UNH UNITEDHEALTH GROUP INC UNIB UNIVERSITY BANCORP INC UNM UNUM GROUP UNTY UNITY BANCORP INC USB U S BANCORP DEL USBI UNITED SECURITY BANCSHARES INC UTR UNITRIN INC UVSP UNIVEST CORP OF PENNSYLVANIA UWBK UNITED WESTERN BANCORP INC VBFC VILLAGE BANK AND TRUST FINL CORP VCBI VIRGINIA COMMERCE BANCORP VIST V I S T FINACIAL CORP VLY VALLEY NATIONAL BANCORP VNBC VINEYARD NATIONAL BANCORP VPFG VIEWPOINT FINANCIAL GROUP VR VALIDUS HOLDINGS LTD VSBN V S B BANCORP INC NY VYFC VALLEY FINANCIAL CORP VA WABC WESTAMERICA BANCORPORATION PO 00000 Frm 00154 Fmt 4703 Sfmt 4703 WAIN WAINWRIGHT BANK & TRUST CO BOSTN WAL WESTERN ALLIANCE BANCORPORATION WASH WASHINGTON TRUST BANCORP INC WAUW WAUWATOSA HOLDINGS INC WAYN WAYNE SAVINGS BANCSHARES INC NEW WB WACHOVIA CORP 2ND NEW WBCO WASHINGTON BANKING COMPANY WBNK WACCAMAW BANKSHARES INC WBS WEBSTER FINL CORP WATERBURY CONN WCBO WEST COAST BANCORP ORE NEW WCG WELLCARE HEALTH PLANS INC WDR WADDELL & REED FINANCIAL INC WFBC WILLOW FINANCIAL BANCORP INC WFC WELLS FARGO & CO NEW WFD WESTFIELD FINANCIAL INC WFSL WASHINGTON FEDERAL INC WGNB W G N B CORP WHG WESTWOOD HOLDINGS GROUP INC WHI W HOLDING CO INC WIBC WILSHIRE BANCORP INC WL WILMINGTON TRUST CORP WLP WELLPOINT INC WM WASHINGTON MUTUAL INC WPL STEWART W P & CO LTD WRB BERKLEY W R CORP WSB W S B HOLDINGS INC WSBC WESBANCO INC WSFG W S B FINANCIAL GROUP WSFS WSFS FINANCIAL CORP WTBA WEST BANCORPORATION INC WTFC WINTRUST FINANCIAL CORPORATION WTM WHITE MOUNTAINS INS GROUP INC WTNY WHITNEY HOLDING CORP WVFC WVS FINANCIAL CORP XL X L CAPITAL LTD Y ALLEGHANY CORP DE YAVY YADKIN VALLEY FINANCIAL CORP ZION ZIONS BANCORP ZNT ZENITH NATIONAL INSURANCE CORP [FR Doc. E8–22369 Filed 9–23–08; 8:45 am] BILLING CODE 8010–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–58588] Emergency Order Pursuant to Section 12(k)(2) of the Securities Exchange Act of 1934 Taking Temporary Action To Respond to Market Developments September 18, 2008. The Commission is aware of the continued potential of sudden and excessive fluctuations of securities prices and disruption in the functioning of the securities markets that could threaten fair and orderly markets. Given the importance of confidence in our financial markets as a whole, we have E:\FR\FM\24SEN1.SGM 24SEN1 jlentini on PROD1PC65 with NOTICES Federal Register / Vol. 73, No. 186 / Wednesday, September 24, 2008 / Notices also become concerned about sudden and unexplained declines in the prices of securities. Such price declines can give rise to questions about the underlying financial condition of an issuer, which in turn can create a crisis of confidence without a fundamental underlying basis. This crisis of confidence can impair the liquidity and ultimate viability of an issuer, with potentially broad market consequences. As a result of these recent developments, the Commission concluded that there continues to exist the potential of sudden and excessive fluctuations of securities prices generally and disruption in the functioning of the securities markets that could threaten fair and orderly markets. Based on this conclusion, the Commission is exercising its powers under Section 12(k)(2) of the Securities Exchange Act of 1934.1 Pursuant to Section 12(k)(2), in appropriate circumstances the Commission may issue summarily an order to alter, supplement, suspend, or impose requirements or restrictions with respect to matters or actions subject to regulation by the Commission. We have determined that issuer repurchases can represent an important source of liquidity during times of market volatility. Exchange Act Rule 10b–18 provides issuers with a safe harbor to effect repurchases within certain conditions. Historically, issuers generally have been reluctant to undertake repurchases without the certainty that their repurchases come within the safe harbor. Temporarily altering the timing and volume conditions in the safe harbor will provide additional flexibility and certainty to issuers that consider executing repurchases during the current market conditions. In these unusual and extraordinary circumstances, we believe altering the timing and volume conditions in Exchange Act Rule 10b–18 is necessary in the public interest and for the protection of investors to maintain fair and orderly securities markets, and to prevent substantial disruption in the securities markets. It is ordered, pursuant to our Section 12(k)(2) powers, that: In connection with a Rule 10b–18 purchase or with a Rule 10b–18 bid that is made during the period covered by this Order by the use of any means or instrumentality of interstate commerce or of the mails, or of any facility of any 1 This finding of an ‘‘emergency’’ is solely for purposes of Section 12(k)(2) of the Exchange Act and is not intended to have any other effect or meaning or to confer any right or impose any obligation other than set forth in this Order. VerDate Aug<31>2005 17:26 Sep 23, 2008 Jkt 214001 national securities exchange, an issuer, or an affiliated purchaser of the issuer, shall not be deemed to have violated Section 9(a)(2) of the Exchange Act or Rule 10b–5 under the Exchange Act, solely by reason of the time or price at which its Rule 10b–18 bids or Rule 10b– 18 purchases are made or the amount of such bids or purchases or the number of brokers or dealers used in connection with such bids or purchases if the issuer or affiliated purchaser of the issuer meets all of the conditions in Rule 10b– 18 with the exception that: (i) The time of purchases condition in paragraphs (b)(2)(i), (b)(2)(ii), and (b)(2)(iii) of Exchange Act Rule 10b–18 is suspended; and (ii) The volume of purchases condition in paragraph (b)(4) of Exchange Act Rule 10b–18 is modified so that the amount of Rule 10b–18 purchases must not exceed 100 percent of the ADTV for the security. All other provisions of Exchange Act Rule 10b–18, including the manner and price of purchase conditions of paragraphs (b)(1) and (b)(3), are not altered by this order. Terms used in this order have the same meanings as those terms used in Exchange Act Rule 10b– 18 unless stated otherwise. This Order shall be effective at 12:01 a.m. EDT on September 19, 2008, and shall terminate at 11:59 p.m. on October 2, 2008 unless further extended by the Commission. By the Commission. J. Lynn Taylor, Assistant Secretary. [FR Doc. E8–22370 Filed 9–23–08; 8:45 am] BILLING CODE 8010–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 58591] Securities Exchange Act of 1934; Emergency Order Pursuant to Section 12(k)(2) of the Securities Exchange Act of 1934 Taking Temporary Action To Respond to Market Developments September 18, 2008. The Commission is aware of the continued potential of sudden and excessive fluctuations of securities prices and disruption in the functioning of the securities markets that could threaten fair and orderly markets. As evidenced by our recent publication of emergency orders under Section 12(k) of the Securities Exchange Act of 1934 (‘‘Exchange Act’’),1 we are concerned 1 See Exchange Act Release No. 58166 (July 15, 2008), Exchange Act Release No. 58572 (September 17, 2008). PO 00000 Frm 00155 Fmt 4703 Sfmt 4703 55175 about the possible unnecessary or artificial price movements based on unfounded rumors regarding the stability of financial institutions and other issuers exacerbated by short selling. We also believe that some persons may take advantage of issuers that have become temporarily weakened by current market conditions to engage in inappropriate short selling in the securities of such issuers. Given the importance of confidence in our financial markets as a whole, we have become concerned about sudden and unexplained declines in the prices of securities. Such price declines can give rise to questions about the underlying financial condition of an issuer, which in turn can create a crisis of confidence without a fundamental underlying basis. This crisis of confidence can impair the liquidity and ultimate viability of an issuer, with potentially broad market consequences. As a result of these recent developments, the Commission concluded that there continues to exist the potential of sudden and excessive fluctuations of securities prices generally and disruption in the functioning of the securities markets that could threaten fair and orderly markets. Based on this conclusion, the Commission is exercising its powers under Section 12(k)(2) of the Exchange Act.2 Pursuant to Section 12(k)(2), in appropriate circumstances the Commission may by order summarily take action to alter, supplement, suspend, or impose requirements or restrictions with respect to matters or actions subject to regulation by the Commission. We have concluded that it is necessary to require certain institutional investment managers to report information concerning daily short sales of securities. For purposes of this Order, we believe that section 13(f) of the Exchange Act and Rule 13f–1 provide useful and tested terms and definitions that provide a basis for requiring new disclosure. The Order therefore requires that an institutional investment manager that exercises investment discretion 3 with respect to accounts holding section 13(f) securities 4 having an aggregate fair market value on the last trading day of any month of any calendar year of at 2 This finding of an ‘‘emergency’’ is solely for purposes of Section 12(k)(2) of the Exchange Act and is not intended to have any other effect or meaning or to confer any right or impose any obligation other than set forth in this Order. 3 The term ‘‘investment discretion’’ has the same meaning as in Exchange Act Rule 13f–1(b). See 17 CFR 240.13f–1(b). 4 The term ‘‘section 13(f) securities’’ has the same meaning as in Exchange Act Rule 13f–1(c). See 17 CFR 240.13f–1(c). E:\FR\FM\24SEN1.SGM 24SEN1

Agencies

[Federal Register Volume 73, Number 186 (Wednesday, September 24, 2008)]
[Notices]
[Pages 55174-55175]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E8-22370]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-58588]


Emergency Order Pursuant to Section 12(k)(2) of the Securities 
Exchange Act of 1934 Taking Temporary Action To Respond to Market 
Developments

September 18, 2008.
    The Commission is aware of the continued potential of sudden and 
excessive fluctuations of securities prices and disruption in the 
functioning of the securities markets that could threaten fair and 
orderly markets. Given the importance of confidence in our financial 
markets as a whole, we have

[[Page 55175]]

also become concerned about sudden and unexplained declines in the 
prices of securities. Such price declines can give rise to questions 
about the underlying financial condition of an issuer, which in turn 
can create a crisis of confidence without a fundamental underlying 
basis. This crisis of confidence can impair the liquidity and ultimate 
viability of an issuer, with potentially broad market consequences.
    As a result of these recent developments, the Commission concluded 
that there continues to exist the potential of sudden and excessive 
fluctuations of securities prices generally and disruption in the 
functioning of the securities markets that could threaten fair and 
orderly markets. Based on this conclusion, the Commission is exercising 
its powers under Section 12(k)(2) of the Securities Exchange Act of 
1934.\1\ Pursuant to Section 12(k)(2), in appropriate circumstances the 
Commission may issue summarily an order to alter, supplement, suspend, 
or impose requirements or restrictions with respect to matters or 
actions subject to regulation by the Commission.
---------------------------------------------------------------------------

    \1\ This finding of an ``emergency'' is solely for purposes of 
Section 12(k)(2) of the Exchange Act and is not intended to have any 
other effect or meaning or to confer any right or impose any 
obligation other than set forth in this Order.
---------------------------------------------------------------------------

    We have determined that issuer repurchases can represent an 
important source of liquidity during times of market volatility. 
Exchange Act Rule 10b-18 provides issuers with a safe harbor to effect 
repurchases within certain conditions. Historically, issuers generally 
have been reluctant to undertake repurchases without the certainty that 
their repurchases come within the safe harbor. Temporarily altering the 
timing and volume conditions in the safe harbor will provide additional 
flexibility and certainty to issuers that consider executing 
repurchases during the current market conditions. In these unusual and 
extraordinary circumstances, we believe altering the timing and volume 
conditions in Exchange Act Rule 10b-18 is necessary in the public 
interest and for the protection of investors to maintain fair and 
orderly securities markets, and to prevent substantial disruption in 
the securities markets.
    It is ordered, pursuant to our Section 12(k)(2) powers, that:
    In connection with a Rule 10b-18 purchase or with a Rule 10b-18 bid 
that is made during the period covered by this Order by the use of any 
means or instrumentality of interstate commerce or of the mails, or of 
any facility of any national securities exchange, an issuer, or an 
affiliated purchaser of the issuer, shall not be deemed to have 
violated Section 9(a)(2) of the Exchange Act or Rule 10b-5 under the 
Exchange Act, solely by reason of the time or price at which its Rule 
10b-18 bids or Rule 10b-18 purchases are made or the amount of such 
bids or purchases or the number of brokers or dealers used in 
connection with such bids or purchases if the issuer or affiliated 
purchaser of the issuer meets all of the conditions in Rule 10b-18 with 
the exception that:
    (i) The time of purchases condition in paragraphs (b)(2)(i), 
(b)(2)(ii), and (b)(2)(iii) of Exchange Act Rule 10b-18 is suspended; 
and
    (ii) The volume of purchases condition in paragraph (b)(4) of 
Exchange Act Rule 10b-18 is modified so that the amount of Rule 10b-18 
purchases must not exceed 100 percent of the ADTV for the security.
    All other provisions of Exchange Act Rule 10b-18, including the 
manner and price of purchase conditions of paragraphs (b)(1) and 
(b)(3), are not altered by this order. Terms used in this order have 
the same meanings as those terms used in Exchange Act Rule 10b-18 
unless stated otherwise.
    This Order shall be effective at 12:01 a.m. EDT on September 19, 
2008, and shall terminate at 11:59 p.m. on October 2, 2008 unless 
further extended by the Commission.

    By the Commission.
J. Lynn Taylor,
Assistant Secretary.
[FR Doc. E8-22370 Filed 9-23-08; 8:45 am]
BILLING CODE 8010-01-P