13540 Federal Register / Vol. 72, No. 55 / Thursday, March 22, 2007 / Notices 

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

2 17 CFR 240.19b–4. 

Carmen Suro-Bredie, 

Chairman, Trade Policy Staff Committee. 

[FR Doc. E7–5268 Filed 3–21–07; 8:45 am] 

BILLING CODE 3190–W7–P 

RAILROAD RETIREMENT BOARD 

Proposed Collection; Comment 

Request 

Summary: In accordance with the 

requirement of Section 3506 (c)(2)(A) of 

the Paperwork Reduction Act of 1995 

which provides opportunity for public 

comment on new or revised data 

collections, the Railroad Retirement 

Board (RRB) will publish periodic 

summaries of proposed data collections. 

Comments are invited on: (a) Whether 

the proposed information collection is 

necessary for the proper performance of 

the functions of the agency, including 

whether the information has practical 

utility; (b) the accuracy of the RRB’s 

estimate of the burden of the collection 

of the information; (c) ways to enhance 

the quality, utility, and clarity of the 

information to be collected; and (d) 

ways to minimize the burden related to 

the collection of information on 

respondents, including the use of 

automated collection techniques or 

other forms of information technology. 

Title and purpose of information 

collection: Supplement to Claim of 

Person Outside the United States; OMB 

3220–0155. Under the Social Security 

Amendments of 1983 (Pub. L. 98–21), 

which amends Section 202(t) of the 

Social Security Act, the Tier I or the 

O/M (overall minimum) portion of an 

annuity and Medicare benefits payable 

under the Railroad Retirement Act to 

certain beneficiaries living outside the 

U.S., may be withheld effective January 

1, 1985. The benefit withholding 

provision of Public Law 98–21 applies 

to divorced spouses, spouses, minor or 

disabled children, students, and 

survivors of railroad employees who (1) 

Initially became eligible for Tier I 

amounts, O/M shares, and Medicare 

benefits after December 31, 1984; (2) are 

not U.S. citizens or U.S. nationals; and 

(3) have resided outside the U.S. for 

more than six consecutive months 

starting with the annuity beginning 

date. The benefit withholding provision 

does not apply, however to a beneficiary 

who is exempt under either a treaty 

obligation of the United States, in effect 

on August 1, 1956, or a totalization 

agreement between the United States 

and the country in which the 

beneficiary resides, or to an individual 

who is exempt under other criteria 

specified in Public Law 98–21. 

RRB Form G–45, Supplement to 

Claim of Person Outside the United 

States, is currently used by the RRB to 

determine applicability of the 

withholding provision of Public Law 

98–21. Completion of the form is 

required to obtain or retain a benefit. 

One response is requested of each 

respondent. The RRB estimates that 100 

Form G–45s are completed annually. 

The completion time for Form G–45 is 

estimated at 10 minutes per response. 

The RRB proposes no changes to 

Form G–45. 

Additional Information or Comments: 

To request more information or to 

obtain a copy of the information 

collection justification, forms, and/or 

supporting material, please call the RRB 

Clearance Officer at (312) 751–3363 or 

send an e-mail request to 

Charles.Mierzwa@RRB.GOV. Comments 

regarding the information collection 

should be addressed to Ronald J. 

Hodapp, Railroad Retirement Board, 844 

North Rush Street, Chicago, IL 60611–

2092 or send an e-mail to 

Ronald.Hodapp@RRB.GOV. Written 

comments should be received within 60 

days of this notice. 

Charles Mierzwa, 

Clearance Officer. 

[FR Doc. E7–5240 Filed 3–21–07; 8:45 am] 

BILLING CODE 7905–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–55479; File No. SR–Amex–

2006–114] 

Self-Regulatory Organizations; 

American Stock Exchange LLC; Notice 

of Filing of a Proposed Rule Change 

and Amendment No. 1 Thereto 

Clarifying the Continued Listing 

Standards for Units 

March 15, 2007. 

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

Securities Exchange Act of 1934 (‘‘Act’’

or ‘‘Exchange Act’’) 1 and Rule 19b–4 

thereunder,2 notice is hereby given that 

on December 4, 2006, the American 

Stock Exchange LLC (‘‘Amex’’ or 

‘‘Exchange’’) filed with the Securities 

and Exchange Commission 

(‘‘Commission’’) the proposed rule 

change as described in Items I, II, and 

III below, which Items have been 

prepared substantially by Amex. On 

February 22, 2007, Amex filed 

Amendment No. 1 to the proposed rule 

change. The Commission is publishing 

this notice to solicit comments on the 

proposed rule change, as amended, from 

interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to (1) amend 

Section 1003(g) of the Amex Company 

Guide to strengthen the procedures 

applicable to units when their 

components fall below continued listing 

standards and clarify the application of 

continued listing standards to 

individual components comprising 

units once some (but not all) of the units 

have separated into their component 

parts and (2) make minor, technical 

changes to Sections 1003(a), (c), (d) and 

(f) of the Amex Company Guide. The 

text of the proposal is available at 

Amex, at the Commission’s Public 

Reference Room, and on Amex’s Web 

site at http://www.amex.com. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, 

Amex 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, and the most 

significant aspects of such statements 

are set forth in Sections A, B, and C 

below. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

Section 1003(g) of the Amex Company 

Guide currently provides that the 

Exchange will ‘‘normally consider’’

suspending or delisting units if any of 

their component parts do not meet the 

applicable continued listing standards. 

However, if one or more of the 

components is otherwise qualified for 

listing, such component may remain 

listed. For example, a unit comprised of 

both a common stock component and a 

debt component would face suspension 

or delisting procedures if either the 

common stock or the debt component 

no longer met its applicable continued 

listing standards. As a result, if the debt 

component failed to meet the continued 

listing standards for bonds, both the 

unit and such debt component would be 

subject to suspension or delisting 

procedures, but the common stock 

component could independently remain 

listed and continue to trade on the 


rwilkins on PROD1PC63 with NOTICES
Federal Register / Vol. 72, No. 55 / Thursday, March 22, 2007 / Notices 13541 

3See Section 1009(j) of the Amex Company 

Guide. 

4See Section 1003(b)(i)(A) of the Amex Company 

Guide. 

5See proposed Section 1003(g) of the Amex 

Company Guide. The Commission notes that under 

proposed Section 1003(g), if in the above example 

the units are no longer freely separable into 

common stock, there would be no aggregation of 

units with the common stock for purposes of 

evaluating whether the units and comment stock 

meet the continued listing standards. 

6 15 U.S.C. 78f. 

7 15 U.S.C. 78f(b)(5). 

Exchange, provided such common stock 

component met the continued listing 

standards for equity securities. 

The Exchange proposes to strengthen 

Section 1003(g) of the Amex Company 

Guide so that in the event a component 

of a unit does not meet its continued 

listing standards, the Exchange would 

no longer ‘‘consider’’ suspending or 

delisting the unit, but would commence 

a formal, continued listing evaluation of 

such component and unit in accordance 

with Section 1009 of the Amex 

Company Guide. Section 1009 sets forth 

the suspension and delisting 

procedures, timelines, and requirements 

applicable to issuers identified as being 

below certain continued listing 

standards. For example, an issuer of 

particular securities that receives 

notification from the Exchange that it is 

below the continued listing criteria for 

such securities must publicly announce 

receipt of such notification and the 

policies and standards upon which the 

determination is based.3

The Exchange also proposes to add 

language to Section 1003(g) to clarify 

the applicability of certain continued 

listing standards relating to components 

of units that have separated. When units 

in good standing begin to separate into 

their component securities, the 

remaining units that are still intact and 

the components of those units which 

have separated may all be separately 

listed and continue to trade, provided 

that they meet the applicable continued 

listing standards. The proposal specifies 

that, in determining whether a 

particular component meets the 

continued listing distribution standards 

set forth in Section 1003(b) of the 

Company Guide, the distribution values 

for units that are intact and freely 

separable into their component parts 

and for separately-traded components 

will be aggregated. For example, if 

120,000 shares of common stock are 

publicly held after their separation from 

their units, and 210,000 intact and 

freely separable units are publicly held, 

the common stock will be credited with 

having 330,000 shares publicly held, 

enabling it to satisfy one of the 

distribution standards for common 

stock, which requires at least 200,000 

shares of common stock to be publicly 

held.4 If the units cease to exist or are 

no longer freely separable and/or listed 

on the Exchange, the separately-traded 

components will still be required to 

meet their applicable continued listing 

standards, but the distribution values 

will not be aggregated.5

The Exchange will also consider 

suspending trading in, or removing from 

listing, an individual component or unit 

if the distribution values of such 

component or unit become so reduced 

as to make continued listing inadvisable 

and despite the fact that the aggregated 

distribution values satisfy the continued 

listing distribution standards. In its 

review of the advisability of the 

continued listing of an individual 

component or unit under such 

circumstances, the Exchange proposes 

to take into account the trading 

characteristics of the component or unit 

and whether it would be in the public 

interest for trading in such component 

or unit to continue. The Exchange 

believes that this proposal will enhance 

the transparency of its continued listing 

standards. 

The Exchange also proposes to make 

technical revisions to Sections 1003(a), 

(c), (d) and (f) in order to consistently 

use the term ‘‘issuer’’ as opposed to 

‘‘company.’’

2. Statutory Basis 

The proposed rule change is 

consistent with Section 6 of the Act,6 in 

general, and furthers the objectives of 

Section 6(b)(5),7 in particular, in that it 

is designed to prevent fraudulent and 

manipulative acts and practices, to 

promote just and equitable principles of 

trade, to remove impediments to and 

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 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 

The Exchange did not receive any 

written comments on the proposed rule 

change. 

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 Amex 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. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s Internet 

comment form (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an e-mail to rulecomments@sec.gov. Please include File 

Number SR–Amex–2006–114 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–Amex–2006–114. 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 (http://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 Exchange. All 


rwilkins on PROD1PC63 with NOTICES
13542 Federal Register / Vol. 72, No. 55 / Thursday, March 22, 2007 / Notices 

8 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3Amendment No. 1 makes revisions to the 

proposed rule text, including revisions conforming 

the proposed rule text to a filing submitted by The 

NASDAQ Stock Market LLC (‘‘Nasdaq’’) and 

approved by the Commission in the period 

following submission of the original filing 

(Securities Exchange Act Release No. 55052 

(January 5, 2007), 72 FR 1569 (January 12, 2007) 

(SR–NASDAQ–2006–047)) and revisions 

incorporating an immediately effective filing 

submitted by Amex in the same period (Securities 

Exchange Act Release No. 55096 (January 12, 2007), 

72 FR 2563 (January 19, 2007) (SR–Amex–2007–

03)). Amendment No. 1 replaces and supersedes the 

original filing in its entirety. 

4Section 703.08(E) of the NYSE Listed Company 

Manual. 

5Nasdaq Rule 4340(a). 

6The Exchange’s proposed Section 341 states that 

a ‘‘Reverse Merger’’ is: ‘‘any plan of acquisition, 

merger or consolidation whereby a listed company 

combines with, or into, a company not listed on the 

Exchange, resulting in a change of control of the 

listed company and potentially allowing such 

unlisted company to obtain an Exchange listing. In 

determining whether a change of control constitutes 

a Reverse Merger, the Exchange will consider all 

relevant factors, including, but not limited to, 

changes in the management, board of directors, 

voting power, ownership, and financial structure of 

the listed company. The Exchange will also 

consider the nature of the businesses and the 

relative size of both the listed and the unlisted 

companies.’’ See proposed Section 341 of the Amex 

Company Guide. 

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–Amex–2006–114 and 

should be submitted on or before April 

12, 2007. 

For the Commission, by the Division of 

Market Regulation, pursuant to delegated 

authority.8

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E7–5205 Filed 3–21–07; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–55477; File No. SR–Amex–

2006–99] 

Self-Regulatory Organizations; 

American Stock Exchange LLC; Notice 

of Filing of Proposed Rule Change and 

Amendment No. 1 Thereto Relating to 

Reverse Mergers 

March 15, 2007. 

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

Securities Exchange Act of 1934, as 

amended (the ‘‘Act’’) 1 and Rule 19b–4 

thereunder,2 notice is hereby given that 

on October 5, 2006, the American Stock 

Exchange LLC (the ‘‘Amex’’ or the 

‘‘Exchange’’) filed with the Securities 

and Exchange Commission 

(‘‘Commission’’) the proposed rule 

change as described in Items I, II, and 

III below, which Items have been 

prepared by the Exchange. On February 

14, 2007, the Exchange 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. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to amend (i) 

Section 341 of the Amex Company 

Guide to clarify the circumstances 

under which a listed issuer will be 

deemed to have engaged in a reverse 

merger thereby requiring the posttransaction entity to satisfy the initial 

listing standards and the process a listed 

issuer must follow when applying for 

initial listing in connection with a 

reverse merger and (ii) Section 713 of 

the Amex Company Guide to require 

shareholder approval in connection 

with the issuance or potential issuance 

of additional listed securities that will 

result in a change of control of a listed 

issuer. 

The text of the proposed rule change 

is available on the Amex’s Web site at 

http://www.amex.com, the Office of the 

Secretary, the Amex 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 

Section 341 of the Amex Company 

Guide currently provides that if an 

issuer listed on the Amex engages in 

any plan of acquisition, merger or 

consolidation, the net effect of which is 

that the listed issuer is acquired by an 

unlisted entity, even if the listed issuer 

is the nominal survivor, the posttransaction entity is required to satisfy 

the initial listing standards. Such 

transactions are typically referred to as 

‘‘Reverse Mergers.’’ Because the issuer 

resulting from a Reverse Merger is 

essentially a different entity from the 

listed issuer, Section 341 does not 

permit the post-transaction entity to 

remain listed on the Amex unless it 

qualifies as a new listing. This 

prohibition is intended to prevent ‘‘back 

door listings’’ whereby an unqualified 

entity attempts to obtain an Amex 

listing. Both the New York Stock 

Exchange LLC (‘‘NYSE’’) 4 and Nasdaq 5

have comparable provisions. 

Many Reverse Mergers are entered 

into for bona fide business reasons, 

however, in some cases listed issuers 

that are not in compliance with the 

continued listing standards, and face 

potential delisting, attempt to enter into 

Reverse Mergers with private entities in 

order to retain their Amex listing. In 

other situations, a listed issuer may be 

in compliance with the continued 

listing standards but the posttransaction entity would not satisfy the 

initial listing standards. In both of these 

cases, a change of control occurs but the 

listed issuer attempts to structure the 

transaction so that it will not be deemed 

a Reverse Merger under the current rule. 

The Exchange proposes amending 

Section 341 to provide greater clarity 

and transparency as to (i) what 

constitutes a Reverse Merger, (ii) the 

factors the Exchange will consider in 

determining whether a transaction or 

series of transactions constitute(s) a 

Reverse Merger, (iii) the consequences 

of entering into a Reverse Merger and 

(iv) the process a listed issuer must 

follow in connection with a Reverse 

Merger. The proposed rule change will 

provide that, in addition to meeting the 

initial listing standards, a listed 

company entering into a Reverse Merger 

will need to obtain shareholder 

approval in accordance with Section 

713 in order to issue additional listed 

securities in connection with such 

Reverse Merger. In addition, while the 

determination of whether a Reverse 

Merger has occurred or will occur is to 

some degree subjective, the Exchange 

proposes to amend Section 341 to more 

clearly delineate the factors that will be 

considered by the Exchange in its 

analysis of a transaction.6

With regards to the process to be 

followed by listed issuers in connection 

with Reverse Mergers, Section 341 


rwilkins on PROD1PC63 with NOTICES