14950 Federal Register / Vol. 62, No. 60 / Friday, March 28, 1997 / Notices

1 15 U.S.C. § 78s(b)(1).

2 17 CFR 240.19b–4.

3Securities Exchange Act Release No. 38084

(December 24, 1996), 62 FR 780 (January 6, 1997).

4See Securities Exchange Act Release No.

37619A (September 6, 1996), 61 FR 48290

(September 12, 1996) (Order Handling Rules

Adopting Release).

5See Securities Exchange Act Release No. 38156

(January 10, 1997), 62 FR 2415 (January 16, 1997)

(publishing approval of SR–NASD–96–43).

The reasons alleged in the application

for withdrawing the Securities from

listing and registration include the

following:

According to the Company, the Board

of Directors of the Company has

requested management reduce the

Company’s operating costs. In that

regard, the Company has carefully

reviewed its expenditures. It has been

determined that the benefit of continued

listing on the PCX does not justify the

approximate annual cost to the

Company.

Any interested person may, on or

before April 14, 1997, submit by letter

to the Secretary of the Securities and

Exchange Commission, 450 Fifth Street,

NW., Washington, DC 20549, facts

bearing upon whether the application

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. 97–7869 Filed 3–27–97; 8:45 am]

BILLING CODE 8010–01–M

Issuer Delisting; Notice of Application

To Withdraw From Listing and

Registration; (TPC Corporation,

Common Stock, $.01 Par Value) File

No. 1–10718

March 24, 1997.

TPC Corporation (‘‘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 the Board

of Directors approved the listing of the

Security on the New York Stock

Exchange, (‘‘NYSE’’). The Security

became effective on the NYSE on

December 12, 1996. The principal

reason for the Board of Directors to

approve the new listing was its concern

about the current positioning of the

Security on the Amex.

Any interested person may, on or

before April 14, 1997 submit by letter to

the Secretary of the Securities and

Exchange Commission, 450 Fifth Street,

NW., Washington, DC 20549, facts

bearing upon whether the application

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. 97–7870 Filed 3–27–97; 8:45 am]

BILLING CODE 8010–01–M

[Release No. 34–38430; File No. SR–NASD–

96–48]

Self-Regulatory Organizations; Order

Approving Proposed Rule Changes by

the National Association of Securities

Dealers, Inc. Relating to: (1) Rule 4770

of the SOES Rules, Regarding the Fees

Charged for Executions and

Cancellation of Orders Entered in

SOES, and (2) Rule 7010, Related to

Charges for Orders and Cancellation of

Orders Entered Into SelectNet

March 21, 1997.

On December 16, 1996, the Nasdaq

Stock Market, Inc. (‘‘Nasdaq’’), a wholly

owned subsidiary of the National

Association of Securities Dealers, Inc.

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

the Securities and Exchange

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

a proposed rule change pursuant to

Section 19(b)(1) of the Securities

Exchange Act of 1934 (‘‘Act’’)1 and Rule

19b–4 thereunder.2 The rule change

amends NASD Rule 4770 of the Small

Order Execution System (‘‘SOES’’)

Rules, regarding the fees charged for

execution and cancellation of orders

entered in SOES, and amends, NASD

Rule 7010, related to charges for

execution and cancellation of orders

entered into SelectNet. Notice of the

proposed rule change, together with the

substance of the proposal, was provided

by issuance of a Commission release

and by publication in the Federal

Register.3 Forty-four comment letters

were received. The Commission is

approving the proposed rule change.

I. Description of Rule Change

The NASD and Nasdaq have

evaluated the current fee structures for

SOES and the SelectNet system that will

be changed to accommodate the new

SEC rules regarding a Nasdaq market

maker’s order handling obligations, i.e.,

Rule 11Ac1–4 (the customer limit order

display rule) and amended Rule 11Ac1–

1 (amendments to the quote rule

regarding the display of priced orders

entered by market makers or specialists

into electronic communications

networks (‘‘ECNs’’)) (collectively, the

‘‘Order Handling Rules’’).4 The NASD

and Nasdaq have determined, as

explained below, to restructure SOES

and SelectNet fees because of charges to

their operation as addressed in recently

approved NASD proposed rule changes

stemming from the SEC’s new rules.

A. SOES Fees

SOES is Nasdaq’s small order

execution system in which orders of

1,000 shares or less are automatically

executed against available Nasdaq

market makers. In a separate rule filing,

the Commission 5 approved on a

temporary basis for a limited number of

stocks, changes allowing market makers

to comply with new obligations to

display customer limit orders in their

quotations and to execute orders at such

quotes only up to actual displayed size,

as opposed to an artificial ‘‘tier size.’’ In

addition, among other changes, the

Commission approved a proposal to

allow market makers to enter customer

market and marketable limit orders into

SOES, unlike the previous SOES Rules,

which prohibited market maker entry of

such orders, unless the market makers

self-preference those orders, i.e., direct

them to themselves.

Because the Order Handling Rules

change the current approach to market

maker quoting in Nasdaq securities from

a pure dealer-driven quote to a more

order-driven quote, the NASD and

Nasdaq believe that the disparate

application of the current SOES fee

structure to the market maker should be

changed to take into account the new

process by which quotes are established

and orders are executed. Accordingly,