Federal Register / Vol. 60, No. 81 / Thursday, April 27, 1995 / Notices 20787

13 15 U.S.C. 78o–3(b)(6) (1988).

14Supra note 11.

15 17 CFR 200.30–3(a)(12) (1994).

1 15 U.S.C. 78s(b)(1) (1988).

2 17 CFR 240.19b–4 (1994).

3See letter from Michael Pierson, PSE, to

Katherine Simmons, SEC, dated April 12, 1995

(‘‘PSE Letter’’). The Amendment clarified certain

aspects of the SCOR program, see infra notes 12, 16,

and 26, and made non-substantive changes to the

SCOR Rules. Notice of the Amendment was

therefore unnecessary.

4The PSE originally proposed to list and trade

SCOR securities in 1992. That proposal was

published for public comment in Securities

Exchange Act Release No. 32514 (June 25, 1993), 58

FR 35496 (July 1, 1993) (File No. SR–PSE–92–42).

The Commission received several comment letters

regarding the proposal, and subsequently published

amendments to the proposal for public comment in

Securities Exchange Act Release No. 34328 (July 7,

1994), 59 FR 35776 (July 13, 1994). The Exchange

withdrew File No. SR–PSE–92–42 on November 22,

1994, and submitted the instant filing that includes

modifications to the proposal in response to

comments from the public and from Commission

staff.

5The PSE will evaluate the SCOR listing program

at least on an annual basis to determine whether

this new marketplace has achieved its policy

objectives, which the Exchange states are to

facilitate capital formation for small businesses and

to provide public market liquidity for the securities

of these small businesses.

6The Commission approved the PSE’s two-tiered

listing criteria for its regular listings in Securities

Exchange Act Release No. 34429 (July 22, 1994), 59

FR 50950 (August 1, 1994).

7Once a class of SCOR securities has been

accepted for listing on the Exchange, all securities

of that class will be listed and traded on the

Exchange as SCOR securities, except those

securities of the class that are subject to restrictions

that make them ineligible for trading on the

Exchange.

8Under Regulation A, public offerings of up to $5

million in a twelve-month period are exempt from

registration under the Securities Act. See 17 CFR

230.251 to 230.263 (1994). Rule 504 of Regulation

D provides an exemption from registration for

limited offerings and sales of securities not

exceeding $1,000,000. See 17 CFR 230.504 (1994).

member’s side of the transaction was

retained by NSCC for clearance and

settlement. If there was a discrepancy

concerning the terms of the transaction,

the trade reconciliation process

involved the two clearing corporations

and the two parties to the transaction

and might last until three days

following the trade date. Although the

NASD believes that the facilities of

NSCC and MCC have been used to

compare trades between NASD and

West Canada members adequately, the

NASD believes the trade comparison

procedure for these trades would be

streamlined and made more efficient

through the use of ACT.

The NASD does not believe that

granting West Canada and West Canada

members access to ACT will jeopardize

the integrity of ACT or any other market

facility operated by NSMI. In this

regard, before West Canada or any of its

members are granted access to ACT,

these entities must agree to be bound by

the terms of the revised ACT Participant

Application Agreements, which

establish the terms and conditions

under which West Canada and its

members will receive access to ACT.

The revised Agreements will provide an

adequate and sufficient surrogate for

NASD membership which otherwise

would provide the jurisdictional nexus

to ensure compliance with applicable

NASD rules and regulations. Initial and

continuing access to ACT by

nonmembers will be specifically

conditioned upon adherence to the

terms and conditions of these

agreements. West Canada and West

Canada members also will be required

to maintain the physical security of the

equipment used to input trades into

ACT. Based on these factors, the NASD

believes that granting West Canada and

West Canada members access to ACT

will not compromise the integrity or

operation of Act.

The Commission believes that the

proposed rule change is consistent with

Section 15A(b)(6)13 of the Act which

requires that the rules of a national

securities association be designed to

foster cooperation and coordination

with persons engaged in regulating,

clearing, settling, and processing

information with respect to securities, to

remove impediments to and perfect the

mechanism of a free and open market

and a nationl market system, and, in

general, to protect investors and the

public interest. The Commission

believes the proposal fosters

cooperation and coordination with

persons engaged in clearing and settling

securities transactions by helping to

eliminate the inefficiencies inherent in

the practice of submitting two-sided

transaction reports to two separate

clearing corporations. The proposal

should help streamline and improve the

process by which trades between NASD

and West Canada members are

compared. In addition, by compressing

the time-period in which open trades

are left uncompared, market

participants will be better able to access

and evaluate their market exposure

thereby contributing to fair and orderly

markets and the protection of investors

and the public interest. Moreover, ACT

generally achieves locked-in trades

within minutes of an execution thus

resulting in faster and more efficient

trade reconciliation, confirmation and

increased efficiency of back office

operations which the Commission

believes is necessary for compliance

with Rule 15c6–1 mandating settlement

on T+3.14

III. Conclusion

For the reasons discussed above, the

Commission finds that the proposal is

consistent with the requirements of the

Act and particularly with Section

15A(b)(6) of the Act and the rules and

regulations thereunder.

It is therefore ordered, purusant to

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

proposed rule change (File No. SR–

NASD–94–55) be, and hereby is,

approved.

For the Commission by the Division of

Market Regulation, pursuant to delegated

authority.15

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 95–10296 Filed 4–26–95; 8:45 am]

BILLING CODE 8010–01–M

[Release No. 34–35628; File No. SR–PSE–

94–31]

Self-Regulatory Organizations; Pacific

Stock Exchange, Inc.; Order Granting

Approval to Proposed Rule Change

and Amendment No. 1 to Proposed

Rule Change Relating to the Listing

and Trading of Small Corporate

Offering Registration (‘‘SCOR’’)

Securities on the Exchange

April 19, 1995.

I. Introduction

On December 15, 1994, the Pacific

Stock Exchange, Inc. (‘‘PSE’’ or

‘‘Exchange’’) submitted to the Securities

and Exchange Commission (‘‘SEC’’ or

‘‘Commission’’), pursuant to Section

19(b)(1) of the Securities Exchange Act

of 1934 (‘‘Act’’) 1 and rule 19b–4

thereunder,2 a proposed rule change to

permit the Exchange to list and trade

Small Corporate Offering Registration

(‘‘SCOR’’) securities. On April 12, 1995,

the Exchange submitted Amendment

No. 1 to the proposal.3

The proposed rule change was

published for comment in Securities

Exchange Act Release No. 35140

(December 22, 1994), 60 FR 159 (January

3, 1995). No comments were received on

the proposal.4 This order approves the

PSE’s SCOR listing on a three year pilot

basis.5

II. Description

The SCOR listing would be a new tier

of listed securities that would not

qualify for listing on the PSE under

either its Tier I or Tier II listing criteria.6

Under the SCOR designation, issuers

may list any single class of common or

preferred stock 7 that was issued

pursuant to either Regulation A or Rule

504 under the Securities Act of 1933

(‘‘Securities Act’’).8 The listing of
20788 Federal Register / Vol. 60, No. 81 / Thursday, April 27, 1995 / Notices

9The PSE Rule states that SCOR securities ‘‘shall

not be considered to be ‘listed’ or ‘approved for

listing upon notice of issuance’ for purposes of any

exemption from filing for issuer or non-issuer

transactions under the securities laws or regulations

of any state or other jurisdiction of the United

States.’’ See PSE Rule 3.2(t), Commentary .03.

10The rule change amends the PSE’s Maintenance

Margin Rule to prove that:

Rule 2.16(b). The margin which must be

maintained in margin accounts of customers,

whether members, allied members, member firms or

non-members, shall be as follows:

* * *

(5) In the case of securities listed pursuant to Rule

3.2(t) [SCOR securities], 100% of the market value,

in cash, of each security held ‘‘long’’ in the account.

11 In formulating the listing requirements for

SCOR securities, the Exchange consulted with the

Small Business Capital Formation and Small

Business Sales Practices Committees of the North

American Securities Administrators Association

(‘‘NASAA’’), the California Department of

Corporations, and leaders from the small business

community.

12The Exchange will not grant ‘‘conditional’’

approvals, i.e., approvals conditioned on the

satisfaction of the listing criteria sometime in the

future. See PSE Letter, supra note 3.

13 Issuers must register the securities to be listed

at the state level using either the state Form U–7

(or the equivalent registration form to which a

regulatory review is applied), or a coordinated state

filing with the federal Form 1–A offering statement.

Once an issuer’s class of common or preferred stock

has been approved for SCOR listing, the securities

must be registered under Section 12(b) of the Act.

14The Exchange will consider the offering price

of individual separate SCOR offerings in a class of

securities to help determine whether the value of

the SCOR securities to be listed is at least $5 per

share. The Exchange will consider the

circumstances of SCOR offerings so that issuers will

not be able to effect ‘‘token’’ offerings in order to

satisfy the $5 requirement. See also PSE Rule

3.2(t)(6)(iv) (stating that the exchange will consider

whether there have been material changes in the

financial condition of the company or other events

that could have a significant adverse impact upon

the value of the SCOR securities to be listed).

15The management plan must demonstrate that

the product, service, or technology is sufficiently

developed and that there is a reasonable

expectation of future earnings from its business.

The listing of companies that have done blank

check offerings will not be permitted.

16The PSE will not list any company with an

outstanding ‘‘going concern’’ opinion from its

independent auditor. See PSE Letter, supra note 3.

See also PSE Rule 3.5(s) (Exchange considers

delisting a security upon the issuance of an

independent public accountant’s disclaimer

opinion on financial statements).

17The Exchange generally will not list a company

if the business in which it is engaged is not

anticipated to produce profits within a reasonable

period of time, if the business operations depend

upon the development of a product or system that

will not be completed prior to listing, or if

preliminary objectives upon which the profitmaking ability of the business depends have not

been achieved.

18See PSE Rule 3.3. SCOR securities are subject

to all of the corporate governance requirements

contained in PSE Rule 3.3 except the independent

directors/audit committee requirement of Rule

3.3(b).

19The PSE’s proposed fee schedule for SCOR

securities was published in Securities Exchange Act

Release No. 35395 (February 17, 1995), 60 FR 10626

(February 27, 1995).

20 In each instance, for purposes of the

maintenance standards, the market price and the

market value of public float will be calculated by

using the last sale of the trading day. Should no

transactions be effected in the security on a given

trading day, the prevailing closing bid price will be

used in determining the market value of public float

and the last sale price of a security. In the event

that there is not a bid price readily available, the

Exchange will rely on other recognized established

securities markets in which the issue is traded to

determine the market value of public float and the

last share price.

21Other factors the Exchange will consider

include, among others, the issuance of an

independent public accountant’s disclaimer

opinion on financial statements required to be

certified and losses which are so substantial that,

in the opinion of the Exchange, it appears

questionable as to whether a company will be able

to continue operations. In addition, the Exchange

would examine a company that has depleted, sold

or otherwise disposed of its principal operating

assets, or substantially discontinued the business

that it conducted at the time it was listed, or that

has been authorized to liquidate its assets. See PSE

Rule 3.5(s).

securities under the SCOR designation

will not provide issuers with the

exemption from state securities

registration requirements accorded to

exchange-listed securities by most

states.9 Furthermore, SCOR securities

will not be eligible for marginability and

must be paid for in full.10

A. Initial Listing Standards

The qualification process for SCOR

applicants will be the same as the

process in place for other PSE-listed

equity issuers. Applications for listing

will be reviewed by the Exchange’s

Listing Department, which works

directly with the Equity Listing

Committee. The Equity Listing

Committee is comprised of floor

members, ‘‘upstairs’’ members, and

member firm representatives.

The initial listing requirements for

common and preferred stock 11 must be

met at the time an issuer applies for

listing.12 The Exchange may accept

applications to list a SCOR offering if

the securities have been registered at the

state level,13 and if there are at least

150,000 publicly held shares and at

least 250 public beneficial holders of the

class of securities. In addition, issuers

must have total net tangible assets of at

least $500,000 and total net worth of at

least $750,000. The last offering price in

the class of security for which the issuer

is applying must have been at least $5

per share.14

In addition to the quantitative listing

requirements, when reviewing an

application for listing, the Exchange

will consider other factors such as (1) a

company’s management plan outlining

the development of its business for a

period of at least 24 months,15 (2) the

background and past conduct of officers,

directors, principal shareholders, and

key employees of the company, (3) the

adequacy of the company’s resources to

conduct its business,16 and (4) any

material changes in the financial

condition of the company or other

events that could have an impact upon

the value of the security to be listed. In

addition, the Exchange will consider all

other available information that may be

relevant to its review of listing

eligibility.17

SCOR issuers will be required to

comply with the corporate governance

requirements and disclosure policies

applicable to all securities listed on the

Exchange.18 The corporate governance

provisions include rules concerning

conflicts of interest, quorum,

shareholder approval, annual meetings,

and solicitation of proxies and consents.

The corporate disclosure policies

provide guidance to companies in

making appropriate public disclosure

and include information regarding

consultation with the PSE Listings

Department, internal handling of

confidential corporate matters, and

relationships between company officials

and others.19

B. Maintenance Standards

The SCOR maintenance standards

require that there are at least 100,000

publicly held shares with a market

value of at least $500,000, at least 200

public beneficial holders, and a last sale

price of at least $1 per share. In

addition, the issuer must maintain total

net tangible assets for at least $250,000

and total net worth of at least $500,000.

A company with a deficiency in either

market value of public float or market

price will be subject to delistings

procedures should the deficiency exist

either for a majority of business days of

any three-month period, or for any

period of ten consecutive business

days.20 If there is a deficiency in any

other quantitative standard, the

Exchange will immediately suspend

dealings in the security and subject the

company to delisting proceedings.

SCOR securities also will be subject to

suspension and/or withdrawal from

listing and registration as a listed issue

if the Exchange finds that the listed

company fails to comply with the

Exchange’s listing policies or

agreements.21 Furthermore, an issuer of

SCOR securities must take appropriate

steps to ensure that no such securities

are sold on its behalf in reliance upon

the exemption from state securities

registration that is otherwise available to

companies listed on the Exchange. If an

issuer fails to take such steps, the

Exchange will immediately suspend
Federal Register / Vol. 60, No. 81 / Thursday, April 27, 1995 / Notices 20789

22 If a security is delisted, the Exchange must

submit an application to the Commission to strike

the security from listing and registration. A copy of

such application will be provided to the issuer in

accordance with Section 12 of the Act. See 15

U.S.C. 78l(d) (1988).

23 15 U.S.C. §§ 78f and 78k–1 (1988).

24SCOR securities will be identified by a ‘‘.SC’’

suffix to the ticker symbol so that members, public

investors, and others can distinguish SCOR

securities from other securities traded on the

Exchange.

25See, e.g., In re Silver Shield Mining and Milling

Company, Securities Exchange Act Release No.

6214 (March 18, 1960) (‘‘use of the facilities of a

national securities exchange is a privilege involving

important responsibilities under the Exchange

Act’’); In re Consolidated Virginia Mining Co.,

Securities Exchange Act Release No. 6192 (February

26, 1960) (same).

26 In addition, a SCOR-listed issuer that becomes

eligible for trading on the Exchange under its Tier

I or Tier II criteria may ‘‘graduate’’ to the main lists.

Continued

dealings in the security and subject the

company to delisting proceedings.

Whenever the Exchange staff determines

that a security should be removed from

the list, the issuer will be given an

opportunity to present to the Equity

Listing Committee any reasons why the

security should not be delisted. A

decision by the Equity Listing

Committee to delist a security may be

appealed to a Board committee or a

committee appointed by the Board of

Governors for such purpose.22

C. Trading and Transaction Reporting

The Exchange will allocate SCOR

securities to Exchange specialists for

auction market trading. All transactions

in SCOR securities will be reported on

a real-time basis, and will be identified

by a ‘‘.SC’’ suffix to the ticker symbol.

All of the PSE’s rules and equity

surveillance procedures will be

applicable to transactions in SCOR

securities.

III. Discussion

A. Introduction

The Commission finds that the

proposed rule change is consistent with

the requirements of the Act and the

rules and regulations thereunder

applicable to a national securities

exchange and, in particular, the

requirements of Sections 6 and 11A.23

Section 6(b)(5) requires, among other

things, that the rules of an exchange be

designed to perfect the mechanism of a

free and open market and a national

market system and to protect investors

and the public interest. Section 11A

generally promotes the development of

a national market system for securities

to assure economically efficient

execution of securities transaction; fair

competition among brokers and dealers,

among exchange markets and markets

other than exchange markets; the

availability to brokers, dealers, and

investors of information with respect to

quotations for and transactions in

securities; the practicability of brokers

executing investors’ orders in the best

market; and an opportunity for

investors’ orders to be executed without

the participation of a dealer.

B. SCOR Marketplace

In general, the Commission believes

the PSE’s SCOR listing program should

provide benefits to investors as well as

small companies listed under the

program. The SCOR listing standards

will provide small companies who

would not otherwise be eligible for

exchange trading with an opportunity to

list securities on a national securities

exchange for the first time. The

Commission believes that the

availability of an exchange listing as an

alternative to solely over-the-counter

(‘‘OTC’’) trading will provide an

additional trading mechanism that

could increase capital committed to

trading SCOR securities. In addition, the

availability of the SCOR listing on the

PSE will enhance SCOR issuer access to

the U.S. capital markets.

The Commission believes investors in

small companies also will benefit from

exchange trading of SCOR securities.

Each SCOR security traded on the PSE

will be handled by an Exchange

specialist who is required to commit

capital to maintain fair and orderly

markets. Furthermore, trading of SCOR

securities on the Exchange will be

subject to the PSE’s trading and

surveillance rules. The Commission

believes exchange trading with

appropriate market surveillance should

improve the quality of market making in

SCOR securities. In addition,

transactions in SCOR securities will be

broadcast over the Consolidated Tape

System (‘‘CTS’’) and the Consolidated

Quote System (‘‘CQS’’) Network B as

local issues.24 The Commission believes

this real-time reporting and wide

dissemination of quotations and

transactions in SCOR securities should

result in more efficient and fair markets

for the securities. Finally, because

exchange-trading of SCOR securities

requires the companies to register under

Section 12(b) of the Act and to comply

with the disclosure requirements of the

federal securities laws, listing may

provide investors with greater access to

information about SCOR issuers.

The Commission recognizes, however,

that the listing standards for SCOR

issuers are significantly lower than

those for regular PSE-listed issuers and

that the markets for SCOR securities

normally may not be as liquid and deep

as those for regular PSE-listed securities.

The Commission therefore has

considered carefully the PSE’s proposal,

and for the reasons stated below,

believes the SCOR proposal satisfies the

requirements of the Act.

C. SCOR Listing Standards

In general, the Commission believes

the development and enforcement of

adequate standards governing the initial

and continued listing of securities on an

exchange is necessary to ensure that

only bona fide companies with

sufficient public float, investor base,

and trading interest to support a fair and

orderly auction market will be listed.

Adequate standards are especially

important given the expectations of

investors regarding exchange trading

and the imprimatur of listing on a

particular market.25 Once a security has

been approved for initial listing,

maintenance criteria allow an exchange

to monitor the status and trading

characteristics of that issue to ensure

that it continues to meet the exchange’s

standards for market depth and

liquidity. For the reasons set forth

below, the Commission believes that the

proposed rule change will provide the

PSE with appropriate standards to

determine which securities warrant

listing under the Exchange’s new SCOR

designation.

The Commission believes that the

initial and maintenance criteria for

SCOR issuers, as described above, are

consistent with Sections 6(b)(5) and 11A

of the Act in that these criteria should

help to ensure the maintenance of fair

and orderly markets for SCOR

securities, as well as enhance benefits

and protections for investors who trade

in these securities. Specifically, the

numerical listing and maintenance

criteria include minimum requirements

for public float and outstanding shares.

While these are lower than the regular

PSE listing standards, they are high

enough to ensure that some minimum

level of public interest and liquidity

will be available in SCOR securities.

Although these lower standards might

not be sufficient for regular listings, they

are acceptable for SCOR securities given

the benefits noted above that the listing

of such securities would produce (in

particular, the increased information

disclosure).

The Commission believes the

quantitative SCOR listing standards are

adequate to ensure that fair and orderly

markets can be maintained. This

conclusion is reinforced by the PSE’s

decision not to accept applications from

issuers until they meet the minimum

numerical listing criteria.26 The
20790 Federal Register / Vol. 60, No. 81 / Thursday, April 27, 1995 / Notices

However, companies on the Exchange’s main lists

may not move down to the SCOR listing program.

See PSE Letter, supra note 3.

27PSE Rule 3.2(t)(6) states: ‘‘Notwithstanding that

a company meets the prescribed listing

requirements, the Exchange retains the discretion to

refuse listing to a company where it believes it is

in the public interest to do so.’’

28Non-MNS OTC securities are not marginable

unless they are included in the Federal Reserve

Board’s OTC Margin List. The PSE will require

100% margin on SCOR securities whether or not

they are included on the Federal Reserve Board’s

OTC Margin List.

29 15 U.S.C. 78s(b)(2) (1988).

30 17 CFR 200.30–3(a)(12) (1994).

Commission believes that making

satisfaction of the numerical listing

criteria mandatory before the Exchange

considers whether an issuer is

appropriate for exchange trading should

help safeguard the integrity of the

exchange market and the securities

listed thereon.

In addition to the quantitative

standards, the Exchange considers other

qualitative factors such as an issuer’s

management plan, the background of

officers and directors, and the adequacy

of the company’s resources. The

Commission believes that these factors,

combined with other Exchange rules

regarding corporate governance and

disclosure policies, will help to ensure

that only companies with sufficient

business plans and resources will have

access to the PSE’s public market.

The Commission believes that the

PSE’s proposal for SCOR listings will

provide it with the necessary flexibility

to determine whether a SCOR issuer is

appropriate for exchange trading,27

irrespective of whether it meets the

minimum quantitative listing criteria.

Thus, the Commission believes that the

new listing and maintenance standards

strike the appropriate balance between

protecting investors and providing a

marketplace for small issuers satisfying

the disclosure requirements under the

federal securities laws.

D. Margin

As discussed above, the PSE is

amending Exchange Rule 2.16 to require

that SCOR-listed securities be subject to

a 100% maintenance margin

requirement. The Commission agrees

with the maintenance margin approach

proposed by the PSE. The SCOR

program is intended to be a new

marketplace that attracts issuers that

might otherwise trade OTC. It is logical

that the maintenance margin treatment

for OTC securities would apply to SCOR

issuers, rather than the treatment

accorded regular PSE companies.28

E. State Law Concerns

The Commission believes that the

safeguards the PSE has established

should make clear to PSE members and

SCOR issuers listed under the new

program that the offer and sale of SCOR

securities are subject to state registration

and rules. The PSE proposal would

prohibit SCOR issuers from using the

exemption from registration

requirements that the securities laws of

some states currently make available to

other PSE-listed companies. To

accomplish this, the PSE included in its

rules that SCOR issuers would not be

able to take advantage of existing

exemptions in state securities

registration requirements accorded to

regular PSE-listed securities. In

addition, the SCOR rules state that the

Exchange will delist any company that

fails to take appropriate steps to ensure

that no SCOR-listed securities are sold

on its behalf in reliance upon the

exemption from state securities

registration that is otherwise available to

companies listed on the Exchange.

F. Review Procedures

The Commission believes the

Exchange has proposed adequate

procedures to screen applications for

SCOR listing. The Exchange’s Listing

Department staff initially will review

applications to confirm that all

quantitative listing criteria have been

met and evaluate issuers according to

the qualitative standards discussed

above. The staff will reject applications

that fail to meet the quantitative

standards. The staff also has discretion

to reject applications that have

qualitative deficiencies. Applications

not rejected by the staff are submitted to

the Equity Listing Committee for

evaluation. The Equity Listing

Committee must approve all

applications before new SCOR listings

may be accepted by the Exchange.

G. Pilot

Finally, the Commission believes it is

appropriate to approve the SCOR

program on a three-year pilot basis. This

pilot will provide the Exchange, SCOR

issuers, and investors with sufficient

time to gain experience with the

program. In addition, during the pilot,

the PSE should monitor and evaluate

the SCOR program so that the

Commission can assess the benefits of

the SCOR listing. The PSE should file a

report with the Commission if they

determine to request an extension of the

pilot or seek permanent approval. The

report should contain information on

the number of SCOR listing applications

accepted and rejected, the SCOR

securities that have been delisted and

the reasons therefore, the number of

SCOR securities that have moved to the

PSE’s regular market or another market,

and quantitative data on the trading

history of SCOR securities (including

average price per share and trading

volume).

IV. Conclusion

For the reasons stated above, the

Commission believes the rule change is

consistent with the Act and, therefore,

has determined to approve it on a threeyear pilot basis. The rule change

establishes quantitative and qualitative

listing criteria for SCOR securities that

provide for the protection of investors

and the public interest. Furthermore,

the SCOR listing program should

provide benefits to investors and small

companies by providing for the

exchange-trading of SCOR securities,

which should result in added liquidity,

price discovery, and regulatory

oversight.

The Commission does not believe that

the rule change will result in any

burden on competition that is not

necessary or appropriate in furtherance

of the purposes of the Act, as amended.

It is Therefore Ordered, pursuant to

Section 19(b)(2) of the Act,29 that the

proposed rule change (SR–PSE–94–31)

is approved on a pilot basis through

April 19, 1998.

For the Commission, by the Division of

Market Regulation, pursuant to delegated

authority.30

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 95–10297 Filed 4–26–95; 8:45 am]

BILLING CODE 8010–01–M

DEPARTMENT OF STATE

[Public Notice 2193]

Shipping Coordinating Committee;

Subcommittee for the Prevention of

Marine Pollution; Meeting

The Subcommittee for the Prevention

of Marine Pollution (SPMP), a

subcommittee of the Shipping

Coordinating Committee, will conduct

an open meeting on May 19, 1994, from

9:30 am to 12 noon in Room 6103 of

U.S. Coast Guard Headquarters, 2100

Second Street SW., Washington, DC.

The purpose of this meeting is to seek

input from the public to assist

development of the U.S. position

regarding the application of the

precautionary approach to the

International Maritime Organization’s

(IMO) work.

At the 35th Session of the Marine

Environmental Protection Committee

(MEPC) of IMO in March, 1994, a

Correspondence Group was established