Federal Register / Vol. 70, No. 191 / Tuesday, October 4, 2005 / Notices 57907 

1 15 U.S.C. 78l(d). 

2 17 CFR 240.12d2–2(d). 

3 15 U.S.C. 78l(b). 

4 15 U.S.C. 78l(g). 

5 17 CFR 200.30–3(a)(1). 

1 15 U.S.C. 78l(d). 

2 17 CFR 240.12d2–2(d). 

3 15 U.S.C. 78l(b). 

4 15 U.S.C. 78l(g). 

pursuant to Section 12(d) of the 

Securities Exchange Act of 1934 

(‘‘Act’’) 1 and Rule 12d2–2(d) 

thereunder,2 to withdraw its common 

stock, no par value (‘‘Security’’), from 

listing and registration on the American 

Stock Exchange LLC (‘‘Amex’’). 

The Issuer stated that it determined it 

is the best interest of the Issuer to 

withdraw the Security from Amex and 

list the Security on the Nasdaq National 

Market (‘‘Nasdaq’’). 

The Issuer stated that it has met the 

requirements of Amex’s rules governing 

an issuer’s voluntary withdrawal of a 

security from listing and registration by 

complying with all the applicable laws 

in effect in the State of New Jersey, the 

state in which it is incorporated. 

The Issuer’s application relates solely 

to the withdrawal of the Security from 

listing on Amex and from registration 

under Section 12(b) of the Act,3 and 

shall not affect its obligation to be 

registered under Section 12(g) of the 

Act.4

Any interested person may, on or 

before October 21, 2005, comment on 

the facts bearing upon whether the 

application has been made in 

accordance with the rules of Amex, and 

what terms, if any, should be imposed 

by the Commission for the protection of 

investors. All comment letters may be 

submitted by either of the following 

methods: 

Electronic Comments 

• Use the Commission’s Internet 

comment form (http://www.sec.gov/ 

rules/delist.shtml); or 

• Send an e-mail to rulecomments@sec.gov. Please include the 

File Number 1–11906 or; 

Paper Comments 

• Send paper comments in triplicate 

to Jonathan G. Katz, Secretary, 

Securities and Exchange Commission, 

100 F Street, NE., Washington, DC 

20549–9303. 

All submissions should refer to File 

Number 1–11906. This file number 

should be included on the subject line 

if e-mail is used. To help us process and 

review your comments more efficiently, 

please use only one method. The 

Commission will post all comments on 

the Commission’s Internet Web site 

(http://www.sec.gov/rules/delist.shtml). 

Comments are also available for public 

inspection and copying in the 

Commission’s Public Reference Room. 

All comments received will be posted 

without change; we do not edit personal 

identifying information from 

submissions. You should submit only 

information that you wish to make 

available publicly. 

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.5

Jonathan G. Katz, 

Secretary. 

[FR Doc. 05–19805 Filed 10–3–05; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[File No. 1–10219] 

Issuer Delisting; Notice of Application 

of Vulcan International Corporation To 

Withdraw Its Common Stock, No Par 

Value, From Listing and Registration 

on the American Stock Exchange LLC 

September 27, 2005. 

On September 6, 2005, Vulcan 

International Corporation, a Delaware 

corporation (‘‘Issuer’’), filed an 

application with the Securities and 

Exchange Commission (‘‘Commission’’), 

pursuant to Section 12(d) of the 

Securities Exchange Act of 1934 

(‘‘Act’’) 1 and Rule 12d2–2(d) 

thereunder,2 to withdraw its common 

stock, no par value (‘‘Security’’), from 

listing and registration on the American 

Stock Exchange LLC (‘‘Amex’’). 

On August 29, 2005, the Board of 

Directors (‘‘Board’’) of the Issuer 

approved resolutions to withdraw the 

Security from listing and registration on 

Amex. In making its decision to 

withdraw the Security from Amex, the 

Board stated the following reasons: (i) 

Various changes and circumstances 

have caused the Board to reevaluate the 

merits of maintaining the Security’s 

Amex listing and registration under the 

Act; (ii) the Board of Directors 

determined that any beneficial effect on 

the Issuer being listed on Amex and 

registered under the Act are 

substantially outweighed by current and 

increasing burdens and costs attendant 

on such listing and registration; (iii) the 

average daily trading volume of shares 

on Amex during the entire year 2004 

was 437.58 shares and the average 

trading volume for the first six months 

of 2005 was 392.67 shares; (iv) in the 

past 25 years, the number of outstanding 

shares of the Issuer has decreased from 

1,713,990 to 983,707; (v) currently, the 

number of outstanding shares of the 

Issuer owned by persons or entities 

other than the Board of Directors or 

management of the Issuer is 471,245 

shares; (vi) these burdens and costs of 

maintaining an Amex listing and 

registration under the Act, including the 

costs of management time, outside 

accounting and legal services have 

substantially increased; (vii) the 

burdens and costs are in addition to the 

opportunity costs to the Issuer of 

management time and effort that would 

be required to meet the internal control 

documentation and monitoring 

requirements of Section 404 of the 

Sarbanes-Oxley Act, as well as the 

substantial, additional, outside 

accounting and legal costs involved in 

same; (viii) various rules and 

regulations imposed on the Issuer 

resulting from its being listed and 

registered will adversely affect its 

relations with the outside certified 

public accounting firm which has been 

the sole certified public accounting firm 

utilized by the Issuer for over 80 years; 

and (ix) the Board of Directors 

anticipate that the Security will be 

quoted on the Pink Sheets, an electronic 

quotation service for over-the-counter 

securities, following the deregistration 

and delisting from Amex, to the extent 

that market makers continue to 

demonstrate an interest in trading the 

Security. 

The Issuer stated that it has met the 

requirements of Amex’s rules governing 

an issuer’s voluntary withdrawal of a 

security from listing and registration by 

complying with all the applicable laws 

in effect in Delaware, the state in which 

it is incorporated. 

The Issuer’s application relates solely 

to the withdrawal of the Security from 

listing on Amex and from registration 

under Section 12(b) of the Act,3 and 

shall not affect its obligation to be 

registered under Section 12(g) of the 

Act.4

Any interested person may, on or 

before October 21, 2005, comment on 

the facts bearing upon whether the 

application has been made in 

accordance with the rules of Amex, and 

what terms, if any, should be imposed 

by the Commission for the protection of 

investors. All comment letters may be 

submitted by either of the following 

methods: 

57908 Federal Register / Vol. 70, No. 191 / Tuesday, October 4, 2005 / Notices 

5 17 CFR 200.30–3(a)(1). 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 51836 

(June 13, 2005), 70 FR 35753 (June 21, 2005) (the 

‘‘Release’’). 

4See letter from Peter G. Salmon, Director—

Operations & Technology, Investment Company 

Institute, to Jonathan G. Katz, Secretary, 

Commission, dated July 12, 2005 (‘‘ICI Letter’’). 

5See Amendment No. 2 Amendment No. 2 

changed the proposed implementation date from 

July 1, 2005 to the later date of either January 1, 

2006 or on the date all of the proposed 

enhancements to the Mutual Fund Quotation 

Service (‘‘MFQS’’) have been implemented. 

6See footnote 4, supra. 

7See ICI Letter at 1. 

8 Id. at 2. 

9 Id. 

10 Id. 

11 Id. 

12See footnote 5, supra. 

13 In approving the proposed rule change, the 

Commission has considered the proposed rule’s 

impact on efficiency, competition and capital 

formation. 15 U.S.C. 78s(f). 

14 15 U.S.C. 78o3(b)(5). 

Electronic Comments 

• Use the Commission’s Internet 

comment form (http://www.sec.gov/ 

rules/delist.shtml); or 

• Send an e-mail to rulecomments@sec.gov. Please include the 

File Number 1–10219 or; 

Paper Comments 

• Send paper comments in triplicate 

to Jonathan G. Katz, Secretary, 

Securities and Exchange Commission, 

100 F Street, NE., Washington, DC 

20549–9303. 

All submissions should refer to File 

Number 1–10219. This file number 

should be included on the subject line 

if e-mail is used. To help us process and 

review your comments more efficiently, 

please use only one method. The 

Commission will post all comments on 

the Commission’s Internet Web site 

(http://www.sec.gov/rules/delist.shtml). 

Comments are also available for public 

inspection and copying in the 

Commission’s Public Reference Room. 

All comments received will be posted 

without change; we do not edit personal 

identifying information from 

submissions. You should submit only 

information that you wish to make 

available publicly. 

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.5

Jonathan G. Katz, 

Secretary. 

[FR Doc. 05–19804 Filed 10–3–05; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–52517; File No. SR–NASD–

2005–059] 

Self-Regulatory Organizations; 

National Association of Securities 

Dealers, Inc.; Order Approving 

Proposed Rule Change and 

Amendment No. 1 Thereto, and Notice 

of Filing and Order Granting 

Accelerated Approval to Amendment 

No. 2 to the Proposed Rule Change, To 

Amend NASD Rule 7090 To Modify the 

Annual Listing and Administrative 

Fees 

September 27, 2005. 

I. Introduction 

On May 10, 2005, the National 

Association of Securities Dealers, Inc. 

(‘‘NASD’’), through its subsidiary, The 

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

filed with the Securities and Exchange 

Commission (‘‘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 amend NASD Rule 7090 

(‘‘Mutual Fund Quotation Service’’) to 

modify the annual listing and 

administrative fees. On June 8, 2005, 

Nasdaq filed Amendment No. 1 to the 

proposed rule change. The proposed 

rule change, as modified by Amendment 

No. 1, was published for comment in 

the Federal Register on June 21, 2005.3

The Commission received one comment 

on the proposal.4 On September 14, 

2005, Nasdaq filed Amendment No. 2, 

which incorporated its response to the 

comment.5 This order approves the 

proposed rule change, as modified by 

Amendment No. 1, and provides notice 

of filing and grants accelerated approval 

of Amendment No. 2. 

II. Summary of Comments 

The Commission received one 

comment letter on the proposed rule 

change.6 The commenter stated that it 

supports the planned enhancements to 

the MFQS.7 In addition, the commenter 

does not object to the proposed fee 

increases, provided Nasdaq implements 

the planned enhancements on the 

schedule outlined in the Release.8 The 

commenter is concerned that changes in 

priorities and other factors or events 

could delay the implementation of the 

planned enhancements to the MFQS.9

However, the commenter urged that the 

proposed fee increases only be assessed 

once the planned enhancements are 

implemented.10 The commenter does 

not believe that its recommendation that 

the proposed fee increases be assessed 

once the planned enhancements are 

implemented would impede the 

completion of the planned 

enhancements.11

III. Nasdaq Response to Comments 

In response to the comment letter, 

Nasdaq amended the filing.12 In 

response to the commenter’s request 

that the proposed fee increases only be 

assessed once the planned 

enhancements are implemented, Nasdaq 

amended the implementation date of the 

changes proposed in Amendment No. 1. 

Specifically, Amendment No. 2 

addresses the commenter’s concern by 

stating that the proposed rule change 

will be implemented on the later date of 

either January 1, 2006 or on the date all 

of the proposed enhancements to the 

MFQS system have been implemented. 

IV. Discussion and Commission 

Findings 

After careful review of the proposal, 

the comment letter, and Nazdaq’s 

response, the Commission finds that the 

proposed rule change, as amended, is 

consistent with the requirements of the 

Act and the rules and regulations 

thereunder applicable to a selfregulatory organization.13 In particular, 

the Commission believes that the 

proposed rule change, as amended, is 

consistent with Section 15A(b)(5) of the 

Act,14 which requires, among other 

things, that the rules of the association 

provide for the equitable allocation of 

reasonable dues, fees, and other charges 

among members and issuers and other 

persons using any facility or system 

which NASD operates or controls. The 

Commission notes that the Nasdaq 

proposal, as amended, will not be 

implemented until the later of either