1004 Federal Register / Vol. 62, No. 4 / Tuesday, January 7, 1997 / Notices

reconciliation, digital certificate

acquisition, product initialization,

cryptographic key changes, rate table

changes, print quality assurance, device

authorization, device audit, product

audit, and remote inspections must be

achieved by vendors prior to any

product/device approval for

distribution.

2. Testing of these activities and

functions includes computer based

testing of all interfaces with the Postal

Service including but not limited to the

following:

a. Product Manufacture and Life Cycle

(including leased, unleased, new

meter stock, installation, withdrawal,

replacement, key management, lost,

stolen, and irregularity reporting)

b. Product Distribution and

Initialization (including device

authorization, product initialization,

customer authorization, and product

maintenance)

c. Licensing (including license

application, license update and

license revocation)

d. Finance (including lock box account

management, individual product

financial accounting, refunds, daily

summary reports, daily transaction

reporting, and monthly summary

reports)

e. Audits and Inspections

3. The vendor must complete an IBIP

Product/Device—Vendor

Infrastructure—Financial Institution—

USPS Infrastructure (ALPHA) Test

involving all entities in the proposed

architecture; at a minimum this

includes the proposed IBIP product/

device, Vendor Infrastructure, financial

institution and USPS Infrastructure

systems and interfaces. ALPHA testing

is intended to demonstrate the proposed

IBIP product/devices’ utility,

functionality and compatibility with

other systems, and may be conducted in

a laboratory environment.

Vendor Infrastructure Testing—

(ALPHA) Test Note: The Postal Service

reserves the right to require or conduct

additional examination and testing at

any time, without cause, of any Vendor

Infrastructure system supporting an IBIP

product/device approved by the Postal

Service for manufacture and

distribution. Initial Vendor

Infrastructure testing and (ALPHA)

testing schedules will be supported at

the convenience of the Postal Service. In

addition, as all IBIP products/devices

will have to conform to the Product/

Infrastructure specs, vendors are also

strongly encouraged to initiate dialogue

regarding systems specifications with

the Postal Service at the earliest possible

date.

H. Field Test (BETA) Approval (Limited

Distribution)

1. The vendor will submit a proposed

Field Test (BETA) Test Plan identifying

test parameters, product/device

quantities, geographic location, test

participants, test duration, test

milestones, and product recall plan (if

needed). The purpose of the BETA test

is to demonstrate the proposed IBIP

product/devices’ utility, functionality

and compatibility with other systems in

a real-world environment. The BETA

test will employ available

communications and interface with

current operational systems to conduct

all IBIP functions. The Manager, Retail

Systems & Equipment will determine

acceptance of vendor proposed BETA

Test Plans based on, but not limited to,

assessed risk of product/device,

product/device impact on Postal Service

operations, and requirements for Postal

Service resources.

2. The vendor has a duty to report

security weaknesses to the Postal

Service to ensure that each product/

device model and every product/device

in service protects the Postal Service

against loss of revenue at all times. A

grant of Field Test Approval (FTA) does

not constitute an irrevocable

determination that the Postal Service is

satisfied with the revenue-protection

capabilities of the product/device. After

approval is granted to manufacture and

distribute a product/device, no change

affecting the basic features or safeguards

of a product/device may be made except

as authorized or ordered by the Postal

Service in writing from the Manager,

Retail Systems & Equipment.

1. Vendor/Product Approval (Full

Distribution)

1. Upon receipt of the final certificate

of evaluation from the national

laboratory, and after obtaining positive

results of internal testing of the product/

device, successful completion of vendor

infrastructure testing, ALPHA testing,

and demonstration of limited

distribution activities (BETA testing),

the submitted product/device, vendor

infrastructure and vendor/manufacturer

qualification requirements will be

administratively reviewed for final

approval. Note: Copies of Draft 39 Code

of Federal Regulation Part 502

containing IBIP Vendor/Manufacturer

qualification requirements are available

by contacting Terry Goss at (202) 268–

3757.

2. The Postal Service may require at

any time, that models/versions of

approved products/devices, and the

design and use manuals and

specifications applicable to such

product/devices and any revisions

thereof be deposited with the Postal

Service.

It is emphasized that this proposed

procedure is being published for

comments and is subject to final

definition. Although exempt from the

notice and comment requirements of the

Administrative Procedure Act (5 U.S.C.

553b(c)) regarding proposed rulemaking

by 39 U.S.C. 410(a), the Postal Service

invites public comments on the

proposed procedures.

Stanley F. Mires,

Chief Counsel, Legislative.

[FR Doc. 97–256 Filed 1–6–97; 8:45 am]

BILLING CODE 7710–12–P

SECURITIES AND EXCHANGE

COMMISSION

Issuer Delisting; Notice of Application

to Withdraw From Listing and

Registration; (Biovail Corporation

International, Common Stock, $0.01

Par Value) File No. 1–11145

December 31, 1996.

Biovail Corporation International

(‘‘Company’’) has filed an application

with the Securities and Exchange

Commission (‘‘Commission’’), pursuant

to Section 12(d) of the Securities

Exchange Act of 1934 (‘‘Act’’) and Rule

12d2–2(d) promulgated thereunder, to

withdraw the above specified security

(‘‘Security’’) from listing and

registration on the American Stock

Exchange, Inc. (‘‘AMEX’’).

The reasons alleged in the application

for withdrawing the Security from

listing and registration include the

following:

According to the Company, it has

complied with Rule 18 of the AMEX by

filing with the AMEX a certified copy of

preambles and resolutions adopted by

the Company’s Board of Directors

authorizing the withdrawal of its

security from listing on the Amex and

by setting forth in detail the reasons for

such proposed withdrawal, and the facts

in support thereof. The Security of the

Company has been listed for trading on

the New York Stock Exchange, Inc.

(‘‘NYSE’’) effective December 11, 1996.

In making the decision to withdraw the

Security from listing on the AMEX, the

Company considered the increase

visibility of the Company’s shares from

being listed on the NYSE and the wishes

of institutional shareholders.

Any interested person may, on or

before January 22, 1997, submit by letter

to the Secretary of the Securities and

Exchange Commission, 450 Fifth Street,

N.W., Washington, D.C. 20549, facts

bearing upon whether the application
Federal Register / Vol. 62, No. 4 / Tuesday, January 7, 1997 / Notices 1005

1 Investment Company Act Release No. 14275

(Dec. 14, 1984) (release adopting rule 3a–5 under

the Act). Rule 3a–5 provides an exemption from the

definition of investment company for certain

companies organized primarily to finance the

business operations of their parent companies or

companies controlled by their parent companies.

has been made in accordance with the

rules of the exchanges and what terms,

if any, should be imposed by the

Commission for the protection of

investors. The Commission, based on

the information submitted to it, will

issue an order granting the application

after the date mentioned above, unless

the Commission determines to order a

hearing on the matter.

For the Commission, by the Division of

Market Regulation, pursuant to delegated

authority.

Jonathan G. Katz,

Secretary.

[FR Doc. 97–240 Filed 1–6–97; 8:45 am]

BILLING CODE 8010–01–M

[Rel. No. IC–22425; International Series

Release No. 1041; 812–10184]

Canadian Imperial Holdings Inc.;

Notice of Application

December 31, 1996.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of Application for

Exemption under the Investment

Company Act of 1940 (the ‘‘Act’’).

APPLICANT: Canadian Imperial Holdings

Inc.

RELEVANT ACT SECTIONS: Order requested

under section 6(c) of the Act that would

exempt applicant from all provisions of

the Act.

SUMMARY OF APPLICATION: Applicant

requests an order that would permit it

to sell certain debt securities and use

the proceeds to finance the business

activities of its parent company,

Canadian Imperial Bank of Commerce

(‘‘CIBC’’), and certain companies

controlled by CIBC.

FILING DATE: The applicant was filed on

June 6, 1996 and was amended on

December 20, 1996.

HEARING OR NOTIFICATION OF HEARING: An

order granting the application will be

issued unless the SEC orders a hearing.

Interested persons may request a

hearing by writing to the SEC’s

Secretary and serving applicant with a

copy of the request, personally or by

mail. Hearing requests should be

received by the SEC by 5:30 p.m. on

January 27, 1997, 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 SEC’s Secretary.

ADDRESSES: Secretary, SEC, 450 Fifth

Street, N.W., Washington, D.C. 20549.

Applicant, 425 Lexington Avenue, 9th

Floor, New York, New York 10017.

FOR FURTHER INFORMATION CONTACT:

Sarah A. Buescher, Staff Attorney, at

(202) 942-0573, or Alison E. Baur,

Branch Chief, at (202) 942-0564

(Division of Investment Management,

Office of Investment Company

Regulation).

SUPPLEMENTARY INFORMATION: The

following is a summary of the

application. The complete application

may be obtained for a fee at the SEC’s

Public Reference Branch.

Applicant’s Representations

1. Applicant is a Delaware

corporation formed in December, 1981.

All of applicant’s outstanding voting

securities are owned by CIBC. CIBC, a

diversified financial institution

governed by the Bank Act (Canada),

provides, directly and through its

subsidiaries, a broad range of personal,

commercial, investment, and corporate

banking services for its customers

throughout the world. CIBC Inc. (‘‘CI’’)

is a wholly-owned subsidiary of

applicant that engages in the business of

making loans primarily to commercial

and industrial companies, real estate

related loans and lease activities, and

loans to depository institutions and

foreign governments. CIBC Leasing Inc.,

also a wholly-owned subsidiary of

applicant, engages in commercial

leasing activities, primarily equipment

leases to manufacturing companies.

2. In addition to owning CI and CIBC

Leasing Inc., applicant acts as a holding

company for CIBC’s United States

subsidiaries (‘‘U.S. Subsidiaries’’).

Applicant also engages in financing

activities and provides funds for CIBC,

CI, CIBC Leasing Inc., and the U.S.

Subsidiaries (collectively, the ‘‘CIBC

Entities’’). Applicant proposes to obtain

funds through the offer and sale of its

debt securities in the United States and

in overseas markets, and to lend the

proceeds to the CIBC Entities.

3. Due to the nature of the debt

markets, applicant may borrow in

amounts exceeding the amounts

required by the CIBC Entities at any

given time. However, at least 85% of the

cash or cash equivalents raised by

applicant through the sale of debt

securities will be loaned to the CIBC

Entities as soon as practicable, but in no

event later than six months after

applicant’s receipt of such cash or cash

equivalents. Amounts that are not

loaned to the CIBC Entities will be

invested in government securities,

securities of CIBC, CI or a company

controlled by CIBC (or, in the case of a

partnership or joint venture, the

securities of the partners or participants

in the joint venture), debt securities

(including repurchase agreements)

which are exempted from the provisions

of the Securities Act of 1933 (the

‘‘Securities Act’’) by section 3(a)(3) of

the Securities Act, or equity securities of

unaffiliated companies in an amount

that does not exceed 4% of applicant’s

assets.

4. Any issuance of debt securities by

applicant will be guaranteed

unconditionally by CIBC as to the

payment of principal, interest, and

premium on the securities, if any (the

‘‘Guarantee’’), in accordance with rule

3a–5(a)(1). The Guarantee will provide

each holder of applicant’s debt

securities a direct right of action against

CIBC to enforce CIBC’s obligations

under the Guarantee without first

proceeding against applicant.

Applicant’s Legal Analysis

1. Applicant requests relief under

section 6(c) of the Act for an exemption

from all provisions of the Act. The

Commission has determined that it is

appropriate to exempt a finance

subsidiary from all provisions of the Act

where the primary purpose of the

finance subsidiary is to finance the

business operations of its parent or

other subsidiaries controlled by its

parent and where any purchaser of the

finance subsidiary’s securities

ultimately looks to the parent for

repayment and not to the finance

subsidiary.1

2. Rule 3a–5(b)(3)(i) in relevant part

defines a ‘‘company controlled by the

parent company’’ to be a corporation,

partnership, or joint venture that is not

considered an investment company

under section 3(a) or that is excepted or

exempted by order from the definition

of investment company by section 3(b)

or by the rules and regulations under

section 3(a). Certain of the CIBC Entities

do not fit within the technical definition

of ‘‘companies controlled by the parent

company’’ because they derive their

non-investment company status from

section 3(c) of the Act.

3. In the release adopting rule 3a–5,

the Commission stated that it may be

appropriate to grant exemptive relief to

the finance subsidiary of a section 3(c)

issuer, but only on a case-by-case basis

upon an examination of all relevant