Federal Register / Vol. 62, No. 188 / Monday, September 29, 1997 / Notices 50981

8See Preliminary note six, and Preliminary notes

three and four to Securities Act Rule 144A (Reg.

§ 230.144A).

9 15 U.S.C. § 77k.

10See Exchange Act Form 10–Q, Item 2(c); and

Exchange Act Form 8–K, Item 9.

11 15 U.S.C. 78s(b)(2).

12 17 CFR 200.30–3(a)(12).

offerings such as the ‘‘restricted’’ status

of the privately placed securities,8 and

the absence of both a prescribed public

disclosure document and a Section 11

remedy.9 Nevertheless, the Commission

believes that the limitations on price

and the requirement that the sales be

bona fide financing appropriately limit

the availability of the exemption and

should provide reasonable protections

for shareholders.

In particular, requiring that private

cash sales be made to multiple,

unrelated purchasers in which no one

purchaser or group of related purchasers

can acquire more than five percent of

the issuer’s common stock or voting

power should help to prevent the

exemption from being used by issuers to

avoid a shareholder vote when placing

large blocks of stock with a particular

purchaser. Moreover, as the NYSE

states, this requirement should also help

to impose pricing discipline on the

transaction, as well as to ensure that

control persons do not

disproportionately increase their

ownership in a company through

private sales. Further, as the NYSE

indicates, the alternative requirement

that a broker dealer act as an

intermediary to qualify for the private

cash offering exemption is meant to

cover Rule 144A sales. We agree with

the NYSE that market practices in this

area have developed involving both due

diligence and pricing that could serve to

protect shareholders from abuse of

unfair stock placements. The

Commission also believes that the

existing disclosure requirements for

private equity offerings also act as an

effective safeguard against potential

abuse of private cash offerings.10 In

summary, the Commission believes that

the limitation of the exemption to only

a ‘‘bona fide private financing’’, as

defined above, coupled with the

requirement that the sale be at a price

at least as high as each of the book and

market value of the stock provides

sufficient safeguards for shareholders to

support the exemption to the Policy in

these limited circumstances.

VI. Conclusion

The Commission believes the

proposed change should provide listed

companies with flexibility in their

financing plans, while still substantially

preserving the significant shareholder

rights afforded under the Policy.

Finally, the Commission believes the

restructuring of the wording of the

Policy should simplify and clarify the

Policy.

For the foregoing reasons, the

Commission finds that the proposed

rule change is consistent with the Act

and the rules and regulations

thereunder applicable to the NYSE, and

in particular Section 6(b)(5).

It is therefore ordered, pursuant to

Section 19(b)(2) of the Act,11 that the

proposed rule change (File No. SR–

NYSE–97–14) be and hereby is

approved.

For the Commission by the Division of

Market Regulation, pursuant to delegated

authority.12

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–25770 Filed 9–26–97; 8:45 am]

BILLING CODE 8010–01–M

DEPARTMENT OF TRANSPORTATION

Notice of Application for Certificates of

Public Convenience and Necessity and

Foreign Air Carrier Permits Filed Under

Subpart Q During the Week Ending

September 19, 1997

The following Applications for

Certificate of Public Convenience and

Necessity and Foreign Air Carrier

Permits were filed under Subpart Q of

the Department of Transportation’s

Procedural Regulations (See 14 CFR

302.1701 et seq.). The due date for

Answers, Conforming Applications, or

Motions to Modify Scope are set forth

below for each application. Following

the Answer period DOT may process the

application by expedited procedures.

Such procedures may consist of the

adoption of a show-cause order, a

tentative order, or in appropriate cases,

a final order without further

proceedings.

Docket Number: OST–97–2913.

Date Filed: September 17, 1997.

Due Date for Answers, Conforming

Applications, or Motion to Modify

Scope: October 15, 1997.

Description: Application of Delta Air

Lines, Inc., pursuant to 49 U.S.C.

Sections 41102 and 41108, and Subpart

Q of the Regulations, applies for a

Certificate of Public Convenience and

Necessity authorizing Delta to engage in

scheduled foreign air transportation of

persons, property and mail between the

following terminal points: (1) Atlanta,

Georgia and Tokyo, Japan; (2) Portland,

Oregon and Osaka, Japan; and (3)

Portland, Oregon and Fukuoka, Japan.

Docket Number: OST–97–2914.

Date Filed: September 17, 1997.

Due Date for Answers, Conforming

Applications, or Motion to Modify

Scope: October 15, 1997.

Description: Application of American

Airlines, Inc., pursuant to 49 U.S.C.

Section 41108 and Subpart Q of the

Regulations, applies for renewal of its

certificate of public convenience and

necessity for Route 370 (segment 1)

(Dallas/Ft. Worth-London/Amsterdam/

Brussels), as reissued by Order 96–5–9,

May 12, 1996.

Docket Number: OST–97–2918.

Date Filed: September 17, 1997.

Due Date for Answers, Conforming

Applications, or Motion to Modify

Scope: October 15, 1997.

Description: Application of Pan

American World Airways, Inc.,

pursuant to 49 U.S.C. Section 41101,

and Subpart Q of the Regulations,

applies for issuance of a certificate of

public convenience and necessity

authorizing foreign air transportation.

Specifically, Pan Am is seeking

authority to engage in scheduled foreign

air transportation of persons, property

and mail between: (1) The co-terminal

points Miami, Florida, and New York,

New York, on the one hand, and Santo

Domingo, Dominican Republic, on the

other; and (2) the co-terminal points

Fort Lauderdale, and Miami, Florida,

and New York, New York on the one

hand, and Nassau, Bahamas, on the

other.

Docket Number: OST–97–2919.

Date Filed: September 19, 1997.

Due Date for Answers, Conforming

Applications, or Motion to Modify

Scope: October 17, 1997.

Description: Application of

Continental Airlines, Inc., pursuant to

49 U.S.C. Section 41102 and Subpart Q

of the Regulations, applies for renewal

of its Route 383 certificate authority to

provide scheduled foreign air

transportation of persons, property and

mail between Newark, New Jersey, and

London, U.K., and to integrate its Route

383 authority with Continental

authority at other points.

Paulette V. Twine,

Documentary Services.

[FR Doc. 97–25764 Filed 9–26–97; 8:45 am]

BILLING CODE 4910–62–P

DEPARTMENT OF THE TREASURY

[Treasury Order Number 165–30]

Designation of Acting Commissioner

of Customs; Authority Delegation

Dated: September 17, 1997.

Pursuant to the authority vested in the

Secretary of the Treasury, including the
50982 Federal Register / Vol. 62, No. 188 / Monday, September 29, 1997 / Notices

authority vested by 31 U.S.C. 321(b) and

19 U.S.C. 2072(b), and it is ordered that:

1. Samuel H. Banks, Deputy

Commissioner, United States Customs

Service, shall act as Commissioner of

Customs until a new Commissioner of

Customs who is appointed pursuant to

19 U.S.C. 2071 executes the oath of

office. Mr. Banks is authorized to use

the title of Acting Commissioner of

Customs.

2. All duties and powers carried out

by the Commissioner of Customs prior

to the effective date of this Order shall

be carried out by the Acting

Commissioner of Customs.

3. Effective Date. The foregoing

arrangements are effective as of

September 1, 1997. To the extent that

any action heretofore taken consistent

with this Order may require ratification,

it is hereby approved and ratified.

4. Cancellation. This temporary Order

shall terminate without any further

action when a new Commissioner of

Customs who is appointed pursuant to

19 U.S.C. 2071 executes the oath of

office.

Robert E. Rubin,

Secretary of the Treasury.

[FR Doc. 97–25737 Filed 9–26–97; 8:45 am]

BILLING CODE 4810–25–M

DEPARTMENT OF THE TREASURY

Bureau of Alcohol, Tobacco and

Firearms

[Notice No. 97–101]

The Department of the Treasury’s Odor

Recognition Proficiency Standard for

Explosives Detection Canines (97R–

2543P)

AGENCY: Bureau of Alcohol, Tobacco

and Firearms (ATF), Department of the

Treasury.

ACTION: Notice of availability.

SUMMARY: The Department of the

Treasury has established an odor

recognition proficiency standard for

explosives detection canines. This

standard includes a minimum odor

recognition proficiency test which may

be used by agencies employing

explosives detection canines. Further

testing and validation of this standard

will continue for a one year period

beginning on October 1, 1997 and

ending on September 30, 1998. A copy

of this standard is available to all

interested persons.

ADDRESSES: To receive a copy of the

Department of the Treasury’s Odor

Recognition Proficiency Standard, send

a written request, on official law

enforcement or government letterhead,

to: Chief, Canine Operations Unit,

Bureau of Alcohol, Tobacco and

Firearms, 650 Massachusetts Avenue,

N.W., Room 6200, Washington, DC

20226.

FOR FURTHER INFORMATION CONTACT:

Rhonda Bokorney, Chief, Canine

Operations Unit, Bureau of Alcohol,

Tobacco and Firearms, 650

Massachusetts Avenue, N.W.,

Washington, DC 20226 (202–927–7930).

SUPPLEMENTARY INFORMATION:

Background

On September 30, 1998, the Omnibus

Consolidated Appropriations Act of

1997, Pub. L. 104–208, authorized the

Secretary of the Treasury to establish a

standard for explosives detection

canines. Section 653(a) of the Act

provides the following: Sec. 653. (a)

Authorization.—The Secretary of the

Treasury is authorized to establish

scientific certification standards for

explosives detection canines, and shall

provide, on a reimbursable basis, for the

certification of explosives detection

canines employed by Federal agencies,

or other agencies providing explosives

detection services at airports in the

United States.

The Secretary of the Treasury

requested the Bureau of Alcohol,

Tobacco and Firearms (ATF) to develop

the standard. The standard establishes a

minimum Odor Recognition Proficiency

Test which may be used by law

enforcement agencies employing

explosives detection canines. ATF

solicited recommendations from other

Federal law enforcement agencies

employing explosives detection canines.

These recommendations were

incorporated into the standard.

Additionally, ATF has agreed to test

this standard for validation for a one

year period. This standard is available

for consideration and use by law

enforcement agencies. A copy of this

standard is available to all interested

persons.

Authority and Issuance

Authority: Sec. 653, Pub. L. 104–208, 110

Stat. 3009.

Raymond W. Kelly,

Under Secretary.

[FR Doc. 97–25647 Filed 9–26–97; 8:45 am]

BILLING CODE 4810–31–M

DEPARTMENT OF VETERANS

AFFAIRS

[OMB Control No. 2900—New]

Submission for OMB Emergency

Review; Comment Request

AGENCY: Office of Management,

Department of Veterans Affairs.

ACTION: Notice.

Dated: September 22, 1997.

In compliance with the Paperwork

Reduction Act (PRA) of 1995 (44 U.S.C.,

Chapter 35), this notice announces that

the Office of Management, Department

of Veterans Affairs, has submitted the

collection of information abstracted

below to the Office of Management and

Budget (OMB) utilizing emergency

review procedures. OMB approval has

been requested by September 30, 1997.

A copy of this PRA submission, with

applicable supporting documentation,

may be obtained from Ron Taylor,

Information Management Service

(045A4), Department of Veterans

Affairs, 810 Vermont Avenue, NW,

Washington, DC 20420, (202) 273–8015

or FAX (202) 273–5981.

Comments must be submitted on or

before September 29, 1997. Send

comments and recommendations on the

proposal for the collection of

information to VA’s OMB Desk Officer,

Allison Eydt, OMB Human Resources

and Housing Branch, New Executive

Office Building, Room 10235,

Washington, DC 20503, (202) 395–4650.

OMB is particularly interested in

comments which: (1) evaluate whether

the proposed collection of information

is necessary for the proper performance

of the functions of the agency, including

whether the information will have

practical utility; (2) evaluate the

accuracy of the agency’s estimate of the

burden of the proposed collection of

information; (3) enhance the quality,

utility, and clarity of the information to

be collected, and (4) minimize the

burden of the collection of information

on those who are to respond, including

through the use of automated collection

techniques or the use of other forms of

information technology.

Title and Form Numbers: Request for

IRS 1099–MISC Tax Collection and

Federal 1057 Socio-Economic Status,

VA Form Letter 4–555.

OMB Control Number: 2900—New.

Type of Review: New Collection.

Abstract: Federal agencies are

required to collect Internal Revenue

Service (IRS) 1099 tax reporting and

Federal 1057 socio-economic

information on Federal I.M.P.A.C.

(International Merchant Purchase