Federal Register / Vol. 63, No. 1 / Friday, January 2, 1998 / Notices 117

1 15 U.S.C. 78s(b)(3).

2See Letter from Robert E. Aber, Vice President

and General Counsel, Nasdaq to Katherine A.

England, Assistant Director, Division of Market

Regulation, Securities and Exchange Commission,

dated December 19, 1997 and Letter from Alden

Adkins, Vice President and General Counsel, NASD

Regulation to Katherine A. England, Assistant

Director, Division of Market Regulation, Securities

and Exchange Commission, dated December 22,

1997. The changes contained in Amendments Nos.

One and Two are consolidated into this Notice.

Several additional technical amendments are also

included in this Notice. Telephone Conversation

between Sharon Zackula, Office of General Counsel,

NASD Regulation and Mandy S. Cohen, Office of

Market Supervision, Commission (December 22,

1997).

3See Securities Exchange Act Release No. 39326

(November 14, 1997), 62 FR 25226 (November 21,

1997) (File No. SR–NASD–97–71). The provisions

excluded from the amended effective date set forth

in this filing are:

NASD By-Laws Article VII, Sections 9(a), 9(e),

and 10 through 14;

NASD By-Laws Articles XX and XXI;

NASD Regulations * * * By-Laws Article IV,

Section 4.16; and

Nasdaq By-Laws Article IV, Section 4.15.

(312–751–3363). Comments regarding

the information collection should be

addressed to Ronald J. Hodapp. Railroad

Retirement Board, 844 North Rush

Street, Chicago, Illinois 60611–2092 and

the OMB reviewer, Laura Oliven (202–

395–7316), Office of Management and

Budget, Room 10230, New Executive

Office Building, Washington, D.C.

20503.

Chuck Mierzwa,

Clearance Officer.

[FR Doc. 97–34214 Filed 12–31–97; 8:45 am]

BILLING CODE 7905–01–M

SECURITIES AND EXCHANGE

COMMISSION

Issuer Delisting; Notice of Application

To Withdraw From Listing and

Registration; (Crown Laboratories,

Inc., Common Stock, $.001 Par Value)

File No. 1–12848

December 24, 1997.

Crown Laboratories, Inc.

(‘‘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’’ or

‘‘Exchange’’).

The reasons cited in the application

for withdrawing the Security from

listing and registration include the

following:

The Company has complied with

Amex Rule 18 by filing with the

Exchange a certified copy of the

unanimous written consent containing

resolutions adopted by the Company’s

Board of Directors authorizing the

withdrawal of the Security from listing

and registration on the Amex, and by

setting forth in detail to the Exchange

the reasons and facts supporting the

proposed withdrawal.

On October 16, 1997, the Company’s

Board of Directors unanimously

determined to withdraw the Company’s

Security from listing and registration on

the Emerging Company Marketplace of

the Amex. This action was taken while

the Company and the Amex were

engaged in discussions focusing on

whether the Company was in

compliance with certain of the Amex’s

continued listing guidelines. The

Company has represented that its

Security will continue to trade on the

Pacific Exchange, Inc., where the

Security has been listed and registered

since November 11, 1996.

By letter dated November 11, 1997,

the Amex informed the Company that it

had no objection to the withdrawal of

the Company’s Security from listing and

registration on the Amex.

By reason of Section 12(b) of the Act

and the rules thereunder, the Company

shall continue to be obligated to file

reports with the Commission and the

Pacific Exchange under Section 13 of

the Act.

Any interested person may, on or

before January 16, 1998, 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

has been made in accordance with the

rules of the Exchange 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. 97–34192 Filed 12–31–97; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 34–39483; File No. SR–NASD–

97–90]

Self-Regulatory Organizations; Notice

of Filing and Immediate Effectiveness

of Proposed Rule Change by National

Association of Securities Dealers, Inc.

(‘‘NASD’’) Relating to Change of

Effective Date of Certain Amendments

to the Corporate Governance

Documents of the NASD, NASD

Regulation, Inc., and the Nasdaq Stock

Market, Inc.

December 22, 1997.

Pursuant to Section 19(b)(3)(A) of the

Securities Exchange Act of 1934

(‘‘Act’’) 1 notice is hereby given that on

December 18, 1997, the National

Association of Securities Dealers, Inc.

(‘‘NASD’’ or ‘‘Association’’) filed with

the Securities and Exchange

Commission (‘‘SEC’’ or ‘‘Commission’’)

the proposed rule change to the

corporate governance documents of the

NASD, NASD Regulation, Inc. (‘‘NASD

Regulation’’) and The Nasdaq Stock

Market, Inc. (‘‘Nasdaq’’), as described in

Items I, II, and III below, which Items

have been prepared by the Association.

This filing was amended on December

19, 1997 and December 22, 1997.2 The

Association has designated this

proposal as one that is concerned solely

with the administration of the selfregulatory organization under Section

19(b)(3)(A)(iii) of the Act, and

constituting a stated policy, practice, or

interpretation with respect to the

meaning of an existing rule under

Section 19(b)(3)(A)(i) of the Act, which

renders the rule effective upon the

Commission’s receipt of this filing. 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

Pursuant to Section 19(b)(3)(A) of the

Act and Rule 19b–4(e)(1) and (3)

thereunder, the Association is filing a

proposed rule change to adjust the

effective date of its corporate

governance documents (excepting those

applicable to nomination and elections

procedures), as recently approved by the

Commission.3

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

Association 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