American Vantage Companies; Notice of Application, 13168-13169 [2010-5920]
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13168
Federal Register / Vol. 75, No. 52 / Thursday, March 18, 2010 / Notices
6870, or Jennifer L. Sawin, Branch
Chief, at (202) 551–6821 (Office of
Investment Company Regulation,
Division of Investment Management).
SUPPLEMENTARY INFORMATION: The
following is a summary of the
application. The complete application
may be obtained via the Commission’s
Web site by searching for the file
number, or an applicant using the
Company name box, at https://
www.sec.gov/search/search.htm or by
calling (202) 551–8090.
the Act 252 with respect to the FINRA
rules the Exchange proposes to
incorporate by reference into the
Exchange’s rules, subject to the
conditions specified in this Order.
By the Commission.
Florence E. Harmon,
Deputy Secretary.
[FR Doc. 2010–5868 Filed 3–17–10; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
Applicant’s Representations
[Investment Company Act Release No.
29174; File No. 811–21873]
American Vantage Companies; Notice
of Application
March 11, 2010.
sroberts on DSKD5P82C1PROD with NOTICES
AGENCY: Securities and Exchange
Commission (‘‘Commission’’).
ACTION: Notice of application for
deregistration under section 8(f) of the
Investment Company Act of 1940 (the
‘‘Act’’).
SUMMARY OF APPLICATION: American
Vantage Companies requests an order
declaring that it has ceased to be an
investment company.
APPLICANT: American Vantage
Companies (the ‘‘Company’’).
FILING DATES: The application was filed
on November 25, 2008 and amended on
April 30, 2009, November 12, 2009,
February 4, 2010 and March 10, 2010.
HEARING OR NOTIFICATION OF HEARING: An
order granting the requested relief will
be issued unless the Commission orders
a hearing. Interested persons may
request a hearing by writing to the
Commission’s Secretary and serving
applicant with a copy of the request,
personally or by mail. Hearing requests
should be received by the Commission
by 5:30 p.m. on April 5, 2010 and
should be accompanied by proof of
service on applicant, in the form of an
affidavit or, for lawyers, a certificate of
service. Hearing requests should state
the nature of the writer’s interest, the
reason for the request, and the issues
contested. Persons who wish to be
notified of a hearing may request
notification by writing to the
Commission’s Secretary.
ADDRESSES: Secretary, U.S. Securities
and Exchange Commission, 100 F
Street, NE., Washington, DC 20549–
1090. Applicant, P.O. Box 81920, Las
Vegas, Nevada 89180.
FOR FURTHER INFORMATION CONTACT: Jaea
F. Hahn, Senior Counsel, at (202) 551–
252 15
U.S.C 78s(b).
VerDate Nov<24>2008
17:08 Mar 17, 2010
Jkt 220001
1. The Company is a holding
company that operates through its
subsidiaries primarily in the gaming and
hospitality and corporate staffing
businesses. Although the Company was
not engaged in the business of investing,
reinvesting, owning, holding or trading
in securities, the Company registered as
a closed-end investment company on
June 21, 2006 because it held
investment securities that had a value
exceeding 40% of the Company’s total
assets on an unconsolidated basis from
March 2005 through March 2006.1 The
Company no longer has investment
securities having a value near or
exceeding 40% of its total assets nor
does it hold itself out as being engaged
primarily, nor does it propose in the
future to engage primarily, in the
business of investing, reinvesting or
trading in securities. On March 27,
2008, the Company’s board of directors
resolved that it would be in the best
interest of the Company to deregister
from the Act. The Company’s
stockholders approved a proposal to
deregister the Company from the Act on
November 14, 2008. The Company seeks
an order declaring that it has ceased to
be an investment company under the
Act.
2. The Company was incorporated in
Nevada in 1979 and since then has
engaged in the business of recreational
and leisure time activities, including
casino gaming and hospitality. The
Company currently maintains ongoing
business operations through its
subsidiaries, American Vantage
1 These investment securities principally
consisted of 7,000,000 shares of common stock, and
warrants to purchase 1,400,000 shares of common
stock, of Genius Products, Inc. (‘‘Genius’’) acquired
when the Company sold its subsidiary American
Vantage Media Corporation to Genius, together with
a 49% interest in the Border Grill Restaurant
(‘‘Border Grill’’). The Company privately placed
most of its shares of Genius stock and used the net
proceeds for working capital and to fund its
purchase in September 2007 of Candidates on
Demand Group, Inc. (‘‘COD’’), a temporary
placement agency and recruitment firm which
operates as a wholly-owned subsidiary of the
Company.
PO 00000
Frm 00097
Fmt 4703
Sfmt 4703
Brownstone, LLC, which focuses on
Native American tribal gaming and
commercial/jurisdictional gaming, and
COD. Despite its registration under the
Act, the Company has never represented
or stated that it is involved in any
business other than gaming, media,
restaurants and entertainment and has
always emphasized its operating results
rather than investment income as a
material factor in its business. The
Company has never employed an
investment advisor nor is there an
employee who is specifically assigned
to manage the Company’s investments.
3. As described more fully in the
application, the Company’s assets
primarily consist of interests in its
wholly-owned and majority-owned
subsidiaries and a 49% interest in the
Border Grill and the Company derives
substantially all of its revenues from
operations. The Company currently has
investment securities that equal
approximately 16.4% of its total assets
on an unconsolidated basis.2 For the six
months ended June 30, 2009, the
Company derived 98.8% of its revenues
from its operating subsidiaries. The
Company derived only 1.2% of its
income from investment assets for the
six months ended June 30, 2009.
Applicant’s Legal Analysis
1. Section 8(f) of the Act provides that
whenever the Commission, upon
application or its own motion, finds that
a registered investment company has
ceased to be an investment company,
the Commission shall so declare by
order and upon the taking effect of such
order, the registration of such company
shall cease to be in effect.
2. Section 3(a)(1)(A) of the Act defines
an investment company as any issuer
which is or holds itself out as being
engaged primarily, or proposes to
engage primarily, in the business of
investing, reinvesting, or trading in
securities. Section 3(a)(1)(C) of the Act
defines an investment company as any
issuer which is engaged or proposes to
engage in the business of investing,
reinvesting, owning, holding, or trading
in securities, and owns or proposes to
acquire investment securities having a
value exceeding 40 per centum of the
value of such issuer’s total assets
(exclusive of Government securities and
cash items) on an unconsolidated basis.
Section 3(a)(2) of the Act defines
investment securities as all securities
except (a) Government securities, (B)
securities issued by employees’
2 The Company’s investment assets consist of its
49% interest in Border Grill, auction-rate securities,
and its remaining Genius common stock and
warrants.
E:\FR\FM\18MRN1.SGM
18MRN1
Federal Register / Vol. 75, No. 52 / Thursday, March 18, 2010 / Notices
securities companies, and (C) securities
issued by majority-owned subsidiaries
of the owner which (i) are not
investment companies, and (ii) are not
relying on the exception from the
definition of investment company in
paragraph (1) or (7) of section 3(c) of the
Act.
3. The Company states that it is
actively engaged in ongoing business
operations in the placement agency,
restaurant, gaming and entertainment
fields and that it has never been an
investment company as defined by
section 3(a)(1)(A).3 Because the
Company’s investment securities are
currently only approximately 16.4% of
its total assets, the Company believes
that it no longer meets the definition of
investment company as defined in
section 3(a)(1)(C) of the Act. The
Company further states that it intends to
manage its assets and any future cash
earnings in a manner that will cause the
Company to continue to be excluded
from the definition of an investment
company under the Act. The Company
states that after entry of the order
requested by the application, it will
continue to be a publicly-held company
and will continue to be subject to the
reporting and other requirements of the
Securities Exchange Act of 1934.
Accordingly, the Company states that it
is qualified for an order of the
Commission pursuant to section 8(f) of
the Act.
For the Commission, by the Division of
Investment Management, under delegated
authority.
Florence E. Harmon,
Deputy Secretary.
[FR Doc. 2010–5920 Filed 3–17–10; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–61692; File No. SR–OCC–
2010–0]
Self-Regulatory Organizations; The
Options Clearing Corporation; Notice
of Filing of Proposed Rule Change
Relating to ETFS Palladium Shares
And ETFS Platinum Shares
sroberts on DSKD5P82C1PROD with NOTICES
March 11, 2010.
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934,1 notice
is hereby given that on March 1, 2010,
The Options Clearing Corporation
3 The Company also states that none of its
subsidiaries can be defined as an investment
company for purposes of the Act and none of its
subsidiaries is relying on sections 3(c)(1) or 3(c)(7)
of the Act.
1 15 U.S.C. 78s(b)(1).
VerDate Nov<24>2008
17:08 Mar 17, 2010
Jkt 220001
(‘‘OCC’’) filed with the Securities and
Exchange Commission the proposed
rule change as described in Items I, II,
and III below, which Items have been
prepared primarily by OCC. 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 the Substance
of the Proposed Rule Change
The proposed rule change would add
ETFS Palladium Shares and ETFS
Platinum Shares to the interpretation
following the definition of ‘‘fund share’’
in Article I, Section 1 of OCC’s By-Laws.
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission,
OCC 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. OCC 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
The purpose of the proposed rule
change is to remove any potential cloud
on the jurisdictional status of options or
security futures on ETFS Palladium
Shares or ETFS Platinum Shares. To
accomplish this purpose, OCC is
proposing to amend the interpretation
following the definition of ‘‘fund share’’
in Article I, Section 1 of OCC’s By-Laws.
On May 30, 2008, the Commission
approved rule filing SR–OCC–2008–07,
which added the interpretation with
respect to the treatment and clearing of
options and security futures on SPDR
Gold Shares.2 On December 4, 2008, the
Commission approved rule filings SR–
OCC–2008–13 and SR–OCC–2008–14,
which amended the interpretation to
extend similar treatment to options and
security futures on iShares® COMEX
Gold Shares and iShares® Silver
Shares.3 On February 25, 2010, the
Commission approved rule filing SR–
OCC–2009–20, which extended similar
treatment to options and security
futures on ETFS Physical Swiss Gold
Shares and ETFS Physical Silver
2 Securities Exchange Act Release No. 57895, 73
FR 32066 (June 5, 2008).
3 Securities Exchange Act Release No. 59054, 73
FR 75159 (Dec. 10, 2008).
PO 00000
Frm 00098
Fmt 4703
Sfmt 4703
13169
Shares.4 Under the current proposed
rule change, OCC would also (i) clear
and treat as securities options any
option contracts on ETFS Palladium
Shares and ETFS Platinum Shares that
are traded on securities exchanges and
(ii) clear and treat as security futures
any futures contracts on ETFS
Palladium Shares and ETFS Platinum
Shares.
In its capacity as a ‘‘derivatives
clearing organization’’ registered with
the Commodity Futures Trading
Commission (‘‘CFTC’’), OCC is filing this
proposal for prior approval by the CFTC
pursuant to provisions of the
Commodity Exchange Act (‘‘CEA’’) in
order to foreclose any potential liability
under the CEA based on an argument
that the clearing by OCC of such options
as securities options or the clearing of
such futures as security futures
constitutes a violation of the CEA. The
products for which approval is
requested are essentially the same as the
options and security futures on SPDR
Gold Shares, iShares® COMEX Gold
Shares, and iShares® Silver Shares that
OCC currently clears pursuant to the
rule changes referred to above and
exemptions issued by the CFTC.5 OCC
believes that this filing raises no new
regulatory or policy issues.
OCC states that the proposed
interpretation of OCC’s By-Laws is
consistent with the purposes and
requirements of Section 17A of the Act 6
because it is designed to promote the
prompt and accurate clearance and
settlement of transactions in securities
options and security futures, to foster
cooperation and coordination with
persons engaged in the clearance and
settlement of such transactions, to
remove impediments to and perfect the
mechanism of a national system for the
prompt and accurate clearance and
settlement of such transactions, and, in
general, to protect investors and the
public interest. OCC states that the
proposed rule change accomplishes
these purposes by reducing the
likelihood of a dispute as to the
Commission’s jurisdiction or shared
jurisdiction in the case of security
futures over derivatives based on ETFS
Palladium Shares or ETFS Platinum
Shares. OCC also states that the
4 Securities Exchange Act Release No. 61591, 75
FR 9979 (Mar. 4, 2010).
5 CFTC Order Exempting the Trading and
Clearing of Certain Products Related to SPDR Gold
Trust Shares, 73 FR 31981 (June 5, 2008). CFTC
Order Exempting the Trading and Clearing of
Certain Products Related to iShares® COMEX Gold
Trust Shares and iShares® Silver Trust Shares, 73
FR 79830 (Dec. 3, 2008).
6 15 U.S.C. 78q–1.
E:\FR\FM\18MRN1.SGM
18MRN1
]]>Agencies
[Federal Register Volume 75, Number 52 (Thursday, March 18, 2010)]
[Notices]
[Pages 13168-13169]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2010-5920]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 29174; File No. 811-21873]
American Vantage Companies; Notice of Application
March 11, 2010.
AGENCY: Securities and Exchange Commission (``Commission'').
ACTION: Notice of application for deregistration under section 8(f) of
the Investment Company Act of 1940 (the ``Act'').
-----------------------------------------------------------------------
Summary of Application: American Vantage Companies requests an order
declaring that it has ceased to be an investment company.
Applicant: American Vantage Companies (the ``Company'').
Filing Dates: The application was filed on November 25, 2008 and
amended on April 30, 2009, November 12, 2009, February 4, 2010 and
March 10, 2010.
Hearing or Notification of Hearing: An order granting the requested
relief will be issued unless the Commission orders a hearing.
Interested persons may request a hearing by writing to the Commission's
Secretary and serving applicant with a copy of the request, personally
or by mail. Hearing requests should be received by the Commission by
5:30 p.m. on April 5, 2010 and should be accompanied by proof of
service on applicant, in the form of an affidavit or, for lawyers, a
certificate of service. Hearing requests should state the nature of the
writer's interest, the reason for the request, and the issues
contested. Persons who wish to be notified of a hearing may request
notification by writing to the Commission's Secretary.
ADDRESSES: Secretary, U.S. Securities and Exchange Commission, 100 F
Street, NE., Washington, DC 20549-1090. Applicant, P.O. Box 81920, Las
Vegas, Nevada 89180.
FOR FURTHER INFORMATION CONTACT: Jaea F. Hahn, Senior Counsel, at (202)
551-6870, or Jennifer L. Sawin, Branch Chief, at (202) 551-6821 (Office
of Investment Company Regulation, Division of Investment Management).
SUPPLEMENTARY INFORMATION: The following is a summary of the
application. The complete application may be obtained via the
Commission's Web site by searching for the file number, or an applicant
using the Company name box, at https://www.sec.gov/search/search.htm or
by calling (202) 551-8090.
Applicant's Representations
1. The Company is a holding company that operates through its
subsidiaries primarily in the gaming and hospitality and corporate
staffing businesses. Although the Company was not engaged in the
business of investing, reinvesting, owning, holding or trading in
securities, the Company registered as a closed-end investment company
on June 21, 2006 because it held investment securities that had a value
exceeding 40% of the Company's total assets on an unconsolidated basis
from March 2005 through March 2006.\1\ The Company no longer has
investment securities having a value near or exceeding 40% of its total
assets nor does it hold itself out as being engaged primarily, nor does
it propose in the future to engage primarily, in the business of
investing, reinvesting or trading in securities. On March 27, 2008, the
Company's board of directors resolved that it would be in the best
interest of the Company to deregister from the Act. The Company's
stockholders approved a proposal to deregister the Company from the Act
on November 14, 2008. The Company seeks an order declaring that it has
ceased to be an investment company under the Act.
---------------------------------------------------------------------------
\1\ These investment securities principally consisted of
7,000,000 shares of common stock, and warrants to purchase 1,400,000
shares of common stock, of Genius Products, Inc. (``Genius'')
acquired when the Company sold its subsidiary American Vantage Media
Corporation to Genius, together with a 49% interest in the Border
Grill Restaurant (``Border Grill''). The Company privately placed
most of its shares of Genius stock and used the net proceeds for
working capital and to fund its purchase in September 2007 of
Candidates on Demand Group, Inc. (``COD''), a temporary placement
agency and recruitment firm which operates as a wholly-owned
subsidiary of the Company.
---------------------------------------------------------------------------
2. The Company was incorporated in Nevada in 1979 and since then
has engaged in the business of recreational and leisure time
activities, including casino gaming and hospitality. The Company
currently maintains ongoing business operations through its
subsidiaries, American Vantage Brownstone, LLC, which focuses on Native
American tribal gaming and commercial/jurisdictional gaming, and COD.
Despite its registration under the Act, the Company has never
represented or stated that it is involved in any business other than
gaming, media, restaurants and entertainment and has always emphasized
its operating results rather than investment income as a material
factor in its business. The Company has never employed an investment
advisor nor is there an employee who is specifically assigned to manage
the Company's investments.
3. As described more fully in the application, the Company's assets
primarily consist of interests in its wholly-owned and majority-owned
subsidiaries and a 49% interest in the Border Grill and the Company
derives substantially all of its revenues from operations. The Company
currently has investment securities that equal approximately 16.4% of
its total assets on an unconsolidated basis.\2\ For the six months
ended June 30, 2009, the Company derived 98.8% of its revenues from its
operating subsidiaries. The Company derived only 1.2% of its income
from investment assets for the six months ended June 30, 2009.
---------------------------------------------------------------------------
\2\ The Company's investment assets consist of its 49% interest
in Border Grill, auction-rate securities, and its remaining Genius
common stock and warrants.
---------------------------------------------------------------------------
Applicant's Legal Analysis
1. Section 8(f) of the Act provides that whenever the Commission,
upon application or its own motion, finds that a registered investment
company has ceased to be an investment company, the Commission shall so
declare by order and upon the taking effect of such order, the
registration of such company shall cease to be in effect.
2. Section 3(a)(1)(A) of the Act defines an investment company as
any issuer which is or holds itself out as being engaged primarily, or
proposes to engage primarily, in the business of investing,
reinvesting, or trading in securities. Section 3(a)(1)(C) of the Act
defines an investment company as any issuer which is engaged or
proposes to engage in the business of investing, reinvesting, owning,
holding, or trading in securities, and owns or proposes to acquire
investment securities having a value exceeding 40 per centum of the
value of such issuer's total assets (exclusive of Government securities
and cash items) on an unconsolidated basis. Section 3(a)(2) of the Act
defines investment securities as all securities except (a) Government
securities, (B) securities issued by employees'
[[Page 13169]]
securities companies, and (C) securities issued by majority-owned
subsidiaries of the owner which (i) are not investment companies, and
(ii) are not relying on the exception from the definition of investment
company in paragraph (1) or (7) of section 3(c) of the Act.
3. The Company states that it is actively engaged in ongoing
business operations in the placement agency, restaurant, gaming and
entertainment fields and that it has never been an investment company
as defined by section 3(a)(1)(A).\3\ Because the Company's investment
securities are currently only approximately 16.4% of its total assets,
the Company believes that it no longer meets the definition of
investment company as defined in section 3(a)(1)(C) of the Act. The
Company further states that it intends to manage its assets and any
future cash earnings in a manner that will cause the Company to
continue to be excluded from the definition of an investment company
under the Act. The Company states that after entry of the order
requested by the application, it will continue to be a publicly-held
company and will continue to be subject to the reporting and other
requirements of the Securities Exchange Act of 1934. Accordingly, the
Company states that it is qualified for an order of the Commission
pursuant to section 8(f) of the Act.
---------------------------------------------------------------------------
\3\ The Company also states that none of its subsidiaries can be
defined as an investment company for purposes of the Act and none of
its subsidiaries is relying on sections 3(c)(1) or 3(c)(7) of the
Act.
For the Commission, by the Division of Investment Management,
under delegated authority.
Florence E. Harmon,
Deputy Secretary.
[FR Doc. 2010-5920 Filed 3-17-10; 8:45 am]
BILLING CODE 8011-01-P
