5090 Federal Register / Vol. 72, No. 22 / Friday, February 2, 2007 / Notices 

For the Commission, by the Division of 

Investment Management, pursuant to 

delegated authority. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E7–1718 Filed 2–1–07; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

Sunshine Act Meetings 

Notice is hereby given, pursuant to 

the provisions of the Government in the 

Sunshine Act, Pub. L. 94–409, that the 

Securities and Exchange Commission 

will hold the following meetings during 

the week of February 5, 2007: 

An Open Meeting will be held on 

Wednesday, February 7, 2007 at 10 a.m. 

in the Auditorium, Room LL–002, and 

Closed Meetings will be held on 

Wednesday, February 7, 2007 at 11 a.m. 

and Thursday, February 8, 2007 at 2 

p.m. 

Commissioners, Counsels to the 

Commissioners, the Secretary to the 

Commission, and recording secretaries 

will attend the Closed Meetings. Certain 

staff members who have an interest in 

the matters may also be present. 

The General Counsel of the 

Commission, or his designee, has 

certified that, in his opinion, one or 

more of the exemptions set forth in 5 

U.S.C. 552b(c)(3), (4), (5), (7), (8), 9(B) 

and (10) and 17 CFR 200.402(a)(3), (4), 

(5), (7), (8), 9(ii) and (10) permit 

consideration of the scheduled matters 

at the Closed Meetings. 

Commissioner Nazareth as duty 

officer, voted to consider the items 

listed for the closed meetings in closed 

session. 

The subject matter of the Open 

Meeting scheduled for Wednesday, 

February 7, 2007 at 10 a.m. will be: 

The Commission will hear oral 

argument on an appeal by John A. 

Carley, Eugene C. Geiger, Thomas A. 

Kaufmann, Edward H. Price, and 

Christopher H. Zacharias from an initial 

decision of an administrative law judge. 

Carley and Zacharias were officers 

and directors of Starnet 

Communications International, Inc. 

Geiger and Kaufmann were associated 

persons of Spencer Edwards, Inc., a 

registered broker-dealer. Price was 

president, chief executive officer, and 

chief compliance officer of Spencer 

Edwards and supervised Geiger and 

Kaufmann. 

The law judge found that Carley and 

Zacharias violated, and Geiger and 

Kaufmann willfully violated, Sections 

5(a) and 5(c) of the Securities Act of 

1933 by offering to sell, selling, and 

delivering to members of the public 

shares of Starnet common stock when 

no registration statement was filed or in 

effect with respect to those securities 

and no exemption from registration was 

available. The law judge found that 

Price failed reasonably to supervise 

Geiger and Kaufmann. The law judge 

found further that Carley and Zacharias 

violated the antifraud provisions of the 

securities laws by filing with the 

Commission false and misleading 

current and annual reports. The law 

judge also found that Zacharias violated 

Section 16(a) of the Securities Exchange 

Act of 1934 and Exchange Act Rule 16a–

3 by failing to file a required Form 4. 

The law judge imposed cease-anddesist orders on Carley, Zacharias, 

Geiger, and Kaufmann, barred Geiger 

and Kaufmann from associating with 

any broker or dealer, and barred Price 

from associating with any broker or 

dealer in a supervisory capacity. The 

law judge ordered Carley and Zacharias 

each to disgorge an amount representing 

payments made to them in connection 

with their unregistered sale of shares of 

Starnet common stock. The law judge 

also ordered Geiger and Kaufmann each 

to disgorge fifty percent of the net 

commissions that they earned on all 

Starnet trades attributable to their joint 

account number at Spencer Edwards 

from January 1999 through February 

2001. The law judge imposed penalties 

of $400,000 against Geiger, $300,000 

against Kaufmann, and $150,000 against 

Price. 

Carley, Zacharias, Geiger, Kaufmann, 

and Price appeal the law judge’s 

findings of violation and the sanctions 

imposed by the law judge. 

Among the issues likely to be 

considered are: 

(1) Whether respondents committed 

the alleged violations; and 

(2) If so, whether sanctions should be 

imposed in the public interest. 

The subject matter of the Closed 

Meeting scheduled for Wednesday, 

February 7, 2007 at 11 a.m. will be: 

post-argument discussion. 

The subject matter of the Closed 

Meeting scheduled for Thursday, 

February 8, 2007 will be: regulatory 

matter regarding financial institution; 

formal orders of investigation; 

institution and settlement of injunctive 

actions; institution and settlement of 

administrative proceedings of an 

enforcement nature; resolution of 

litigation claims; an adjudicatory matter; 

and other matters relating to 

enforcement proceedings. 

At times, changes in Commission 

priorities require alterations in the 

scheduling of meeting items. 

For further information and to 

ascertain what, if any, matters have been 

added, deleted or postponed, please 

contact: 

The Office of the Secretary at (202) 

551–5400. 

Dated: January 31, 2007. 

Nancy M. Morris, 

Secretary. 

[FR Doc. 07–474 Filed 1–31–07; 11:02 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[File No. 500–1] 

In the Matter of Icon International 

Holdings, Inc., Interchange Medical, 

Inc., Outsource International, Inc., and 

Smart Choice Automotive Group, Inc.; 

Order of Suspension of Trading 

January 31, 2007. 

It appears to the Securities and 

Exchange Commission that there is a 

lack of current and accurate information 

concerning the securities of Icon 

International Holdings, Inc. because it 

has not filed any periodic reports since 

the period ended March 31, 2001. 

It appears to the Securities and 

Exchange Commission that there is a 

lack of current and accurate information 

concerning the securities of Interchange 

Medical, Inc. because it has not filed 

any periodic reports since the period 

ended September 30, 2002. 

It appears to the Securities and 

Exchange Commission that there is a 

lack of current and accurate information 

concerning the securities of Outsource 

International, Inc. because it has not 

filed any periodic reports since the 

period ended April 1, 2001. 

It appears to the Securities and 

Exchange Commission that there is a 

lack of current and accurate information 

concerning the securities of Smart 

Choice Automotive Group, Inc. because 

it has not filed any periodic reports 

since the period ended January 31, 

2002. 

The Commission is of the opinion that 

the public interest and the protection of 

investors require a suspension of trading 

in the securities of the above-listed 

companies. 

Therefore, it is ordered, pursuant to 

Section 12(k) of the Securities Exchange 

Act of 1934, that trading in the abovelisted companies is suspended for the 

period from 9:30 a.m. EST on January 

31, 2007, through 11:59 p.m. EST on 

February 13, 2007. 


sroberts on PROD1PC70 with NOTICES
Federal Register / Vol. 72, No. 22 / Friday, February 2, 2007 / Notices 5091 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 54552 

(September 29, 2006), 71 FR 59546 (October 10, 

2006). 

By the Commission. 

Nancy M. Morris, 

Secretary. 

[FR Doc. 07–473 Filed 1–31–07; 11:25 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–55179; File No. SR–Amex–

2007–08] 

Self-Regulatory Organizations; 

American Stock Exchange LLC; Notice 

of Filing of Proposed Rule Change To 

Establish a Passive Price Improvement 

Order for Specialists and Registered 

Traders 

January 26, 2007. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 

(‘‘Act’’) 1 and Rule 19b–4 thereunder 2

notice is hereby given that on January 

19, 2007, the American Stock Exchange 

LLC (‘‘Amex’’ or ‘‘Exchange’’) filed with 

the Securities and Exchange 

Commission the proposed rule change 

as described in Items I, II, and III below, 

which Items have been substantially 

prepared by the Exchange. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Amex proposes to amend its rules 

with respect to its new AEMISM trading 

platform and hybrid market structure for 

equity products and exchange-traded 

funds (‘‘ETFs’’), recently approved by 

the Commission,3 to add a new Passive 

Price Improvement (‘‘PPI’’) order type to 

encourage Specialists and Registered 

Traders to provide aggressing orders 

with increased opportunities for price 

improvement. PPI orders would be the 

only method by which Specialists and 

Registered Traders could offer price 

improvement electronically and would 

provide undisplayed liquidity that 

reacts to aggressing orders according to 

criteria met at the time of order entry. 

PPI orders are intended to replicate in 

part the dynamics of floor-based trading 

in an electronic environment, and the 

Exchange believes that they would act 

as an incentive for the Exchange’s 

Specialists and Registered Traders to 

quote more aggressively and add 

liquidity to the market. This should 

serve to assist the specialists and market 

makers in maintaining the continuity 

and depth of the marketplace, increase 

the quality of the market, and dampen 

volatility. 

The text of the proposed rule change 

is available on Amex’s Web site at 

http://www.amex.com, at Amex’s Office 

of the Secretary and at the 

Commission’s Public Reference Room. 

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 

Exchange 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 

Exchange 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 the 

Statutory Basis for, the Proposed Rule 

Change 

(1) Purpose 

To encourage Specialists and 

Registered Traders to provide aggressing 

orders with increased opportunities for 

price improvement, the Exchange is 

proposing to adopt a new Passive Price 

Improvement (‘‘PPI’’) order type. This 

would be the only method by which 

Specialists and Registered Traders could 

offer price improvement electronically. 

This interest would be undisplayed and 

reside inside the APQ, and its purpose 

is to offer price improvement to an 

aggressing order. The ability to offer 

price improvement would be linked to 

the competitiveness and size of the 

Amex liquidity provider’s own 

displayed quote. PPI orders are intended 

to replicate in part the dynamics of 

floor-based trading in an electronic 

environment and the Exchange believes 

that they would act as an incentive for 

the Exchange’s Specialists and 

Registered Traders to quote more 

aggressively and add liquidity to the 

market. This should also serve to 

maintain continuity and depth in the 

marketplace as well as to increase the 

quality of the market and dampen 

volatility. 

A Specialist or Registered Trader 

could have only a single, undisplayed 

PPI order per side in a particular 

security on the AEMI Book at any point 

in time, which must be inside the APQ 

and would be permitted only if the user 

has at least one quote for that side in the 

AEMI Book. A PPI order would not form 

part of the APQ and would be visible 

only to the entering Specialist or 

Registered Trader or his firm or group. 

A PPI order on the AEMI Book could be 

of any size, but its eligibility for 

execution would be assessed at the time 

of execution against an incoming order, 

and would be based on the 

competitiveness of the participant’s 

quote at that time. 

AEMI would make a PPI order eligible 

for execution if at least one of the 

following two conditions is met; 

otherwise AEMI would ignore the PPI 

order: 

1. The Specialist’s or Registered 

Trader’s displayed quote is at the APQ 

on the side of the PPI order that would 

be executed. In this case, the PPI order 

would be executed up to (a) the size of 

the Specialist’s or Registered Trader’s 

displayed quote or (b) the size of the 

incoming order, whichever is smaller. 

Any balance of the PPI order would be 

considered ineligible to trade against the 

incoming order and will be ignored. 

2. The Specialist’s or Registered 

Trader’s displayed quote is (i) one tick 

away from the APQ on the side of the 

PPI order that would be executed, and 

(ii) at least double the size of the APQ 

on the side of the PPI order that would 

be executed. In this case, the PPI order 

would be executed up to (a) half of the 

size of the Specialist’s or Registered 

Trader’s displayed quote or (b) the size 

of the incoming order, whichever is 

smaller. Any balance of the PPI order 

would be considered ineligible to trade 

against the incoming order and would 

be ignored. 

In both cases, as with other aggressing 

orders, intermarket sweep orders would 

be generated to clear any better-priced 

protected quotations at other markets. 

The two conditions above balance the 

need to provide meaningful price 

improvement opportunities in the form 

of undisplayed liquidity with the need 

to ensure the competitiveness of 

displayed quotations. 

The AEMI platform would ignore (i.e., 

make ineligible for execution against an 

aggressing order, without canceling) a 

PPI order on the AEMI Book that locks 

or crosses the automated NBBO or APQ 

as a result of a change in the automated 

NBBO or APQ or equals the APQ on the 

same side of the market. If there are 

multiple PPI orders at the same price, 

the Specialist’s PPI order would take 

priority over a Registered Trader’s PPI 

order. This provision recognizes the fact 

that Specialists have higher capital 

requirements, more stringent quoting 

obligations, and more trading 

obligations (both negative and 


sroberts on PROD1PC70 with NOTICES