Federal Register / Vol. 60, No. 235 / Thursday, December 7, 1995 / Notices 62923

13Securities Exchange Act Release No. 35373

(Feb. 14, 1995), 60 FR 9709 (approving File No. SR–

NYSE–94–42).

14 15 U.S.C. 77e.

15This change in practice is in accordance with

recommendations for increased safety and

soundness in the securities industry made by the

Bachmann Task Force. See Bachmann Task Force,

Report of the Bachmann Task Force on Clearance

and Settlement Reform in the U.S. Securities

Markets 24–26 (May 1992) (recommending the

reduction in use of physical certificates).

16Section 1003 of the Company Guide provides,

in pertinent part, that the Exchange normally will

consider delisting a security ‘‘if the total number of

round lot shareholders of record is less than 300

* * *.’’ (Emphasis added).

17This term would include both shareholders of

record and beneficial holders, but exclude officers,

directors, controlling shareholders, and other

concentrated (i.e., 5% or greater), affiliated, or

family holdings. In addition, the Exchange proposes

to make conforming changes to sections 102, 103,

105, 106, 107, 110, and 118. 18 15 U.S.C. 78f(b)(5).

19See Letter from Claudia Crowley, Special

Counsel, Legal & Regulatory Policy, Amex, to Glen

Barrentine, Senior Counsel, SEC (Oct. 18, 1995).

20 15 U.S.C. 78s(b)(2).

21 17 CFR 200.30–3(a)(12).

mandating such action. In support of

this rule change, the Exchange notes

that the NYSE previously made a

similar change to its rules.13

K. Legending Requirements

Currently, Section 980 of the

Company Guide requires that listed

securities issued in reliance upon an

exemption from the registration

requirements of Section 5 of the

Securities Act of 1933 14 bear a legend

specifying that sale or transfer

restrictions apply to such securities. The

Exchange proposes to delete this

requirement. The Exchange states

issuers have complained that the

Exchange requirement may be

unnecessary and, in some instances,

more restrictive than the applicable

laws. In addition, the Amex notes that

the NYSE does not impose an

independent legending requirement on

its listed companies.

L. Delisting Standards

Because more brokerage firms are

holding securities for their customers in

‘‘street name,’’ and fewer customers are

demanding physical delivery of their

securities,15 the proportion of beneficial

holders to record holders has increased

dramatically in recent years.

Accordingly, companies are less likely

to meet the Exchange’s maintenance

standards concerning the total number

of round lot shareholders of record. As

a result, certain companies that have

well over 300 round lot beneficial

shareholders could be subject to

delisting proceedings.16 In order to

address this situation, the Exchange

proposes to amend Section 1003 of the

Company Guide to refer to ‘‘public

shareholders’’ 17 instead of

‘‘shareholders of record.’’

III. Discussion

The Commission has reviewed the

Amex’s proposed rule changes carefully

and concludes that these proposed

changes are consistent with the

requirements of the Act and the rules

and regulations thereunder applicable to

a national securities exchange. In

particular, the Commission finds that

the amendments contained in this

proposal are consistent with the Section

6(b)(5) 18 requirements that the rules of

an exchange be designed to promote just

and equitable principles of trade, to

prevent fraudulent and manipulative

acts, and, in general, to protect investors

and the public; and are not designed to

permit unfair discrimination between

issuers.

The Commission supports the Amex’s

efforts to continue to review the form

and substance of its listed company

regulations in response to changes in

market structure and eliminate

requirements that no longer serve a

meaningful regulatory purpose. In this

regard, the changes to the listing

process, such as eliminating the

requirement for a Board resolution

authorizing the submission of a listing

application, should make the listing

process easier for issuers without raising

any regulatory concerns. The

Commission also believes the proposed

rule changes should be helpful in

updating the Amex’s listed company

rules, should facilitate transactions in

securities, should clarify certain

obligations contained in the rules and,

in general, further the purposes of the

Act. Finally, although the Commission

has certain concerns regarding the

amendments to backdoor listings,

delisting standards, and convertible

preferred stock, for the reasons

discussed below, we believe these

provisions should be approved.

First, according to the Amex, the

changes to the backdoor listing

standards will provide the Exchange

with the same flexibility it currently has

in evaluating original listing

applications. Although the Commission

is approving the Exchange’s more liberal

language concerning backdoor listings,

we believe that, as a general matter,

listed companies should meet the

Exchange’s numerical and other listing

guidelines. To the extent certain

flexibility in applying listing standards

may occasionally be needed, the

Commission expects the Exchange to

exercise its discretion conservatively

when granting an exception to these

standards. Moreover, when the

Exchange chooses to make an exception

to its stated listing standards, the

Commission expects the Exchange to

have procedures in place that

adequately document and provide

sufficient analysis as to why it is making

such an exception and which factors it

considered pertinent.

Second, the proposed amendment to

the Exchange’s delisting standards

concerning the total number of round

lot shareholders is a reasonable

response to changing market conditions.

In approving this amendment, however,

the Commission understands the

Exchange will have certain procedures

in place to verify the total number of

round lot beneficial holders. In this

regard, the Exchange has represented to

the Commission that if Item 5 of a listed

company’s Form 10K reflects that there

are less than 300 record holders, the

Corporate Relations Manager assigned to

this company will ask the company to

provide confirmation of the number of

beneficial holders.19 The Commission

believes these procedures will help

ensure that listed companies continue to

meet the minimum shareholder

requirements for continued listing.

Finally, in approving the changes to

Section 103 that would permit the

listing of convertible preferred stock

where the underlying security is subject

to real-time last sale reporting, the

Commission expects the Amex, where

appropriate, to ensure that the

underlying security is generally

consistent with the Exchange’s common

stock listing guidelines. This would be

particularly expected in cases where the

convertible preferred could act as a

surrogate for trading in the underlying

common stock (i.e., the preferred stock

is structured in a way to trade as a

surrogate for the common stock and

represents a substantial portion of the

outstanding underlying common stock).

It therefore is ordered, pursuant to

Section 19(b)(2) of the Act,20 that the

amended proposed rule change (SR–

Amex–95–28) is approved.

For the Commission, by the Division of

Market Regulation, pursuant to delegated

authority.21

Jonathan G. Katz,

Secretary.

[FR Doc. 95–29784 Filed 12–6–95; 8:45 am]

BILLING CODE 8010–01–M
62924 Federal Register / Vol. 60, No. 235 / Thursday, December 7, 1995 / Notices

DEPARTMENT OF TRANSPORTATION

Federal Transit Administration

Transfer of Federally Assisted Land or

Facility

AGENCY: Federal Transit Administration,

DOT.

ACTION: Notice of intent to transfer

Federally assisted land or facility.

SUMMARY: 49 U.S.C. 5334(g), [formerly

called Section 12(k) of The Federal

Transit Act], permits the Administrator

of the Federal Transit Administration

(FTA) to authorize a recipient of FTA

funds to transfer land or a facility to a

public body for any public purpose with

no further obligation to the Federal

Government if, among other things, no

Federal agency is interested in acquiring

the asset for Federal use. Accordingly,

FTA is issuing this Notice to advise

Federal agencies that the city of

Philadelphia intends to transfer vacant

parcels of land located in the block

bounded by 8th, 9th, Callowhill and

Vine Streets, in Philadelphia,

Pennsylvania.

EFFECTIVE DATE: Any Federal agency

interested in acquiring the land or

facility must notify the FTA

Philadelphia Regional Office of its

interest, by January 8, 1996.

ADDRESSES: Interested parties should

notify the Regional Office by writing to

Mr. Sheldon A. Kinbar, Regional

Administrator, Federal Transit

Administration, 1760 Market Street,

Room 500, Philadelphia, Pennsylvania

19103.

FOR FURTHER INFORMATION CONTACT:

Margaret Tornello, Transportation

Program Specialist, Region 3, at 215/

656–6900 or Ann Catlin, Real Estate

Specialist, Office of Program

Management at 202/366–1647.

SUPPLEMENTARY INFORMATION:

Background

49 U.S.C. 5334(g) provides guidance

on the transfer of capital assets.

Specifically, if a recipient of FTA

assistance decides an asset acquired

under this chapter at least in part with

that assistance is no longer needed for

the purpose for which it was acquired,

the Secretary of Transportation may

authorize the recipient to transfer the

asset to a local governmental authority

to be used for a public purpose with no

further obligation to the Government.

The Secretary may authorize a transfer

for a public purpose other than mass

transportation only if the Secretary

decides:

49 U.S.C. 5334(g) Determinations

(A) the asset will remain in public use

for not less than 5 years after the date

of the transfer the asset is transferred;

(B) there is no purpose eligible for

assistance under this chapter for which

the asset should be used;

(C) the overall benefit of allowing the

transfer is greater than the interest of the

Government in liquidation and return of

the financial interest of the Government

in the asset, after considering fair

market value and other factors; and

(D) through an appropriate screening

or survey process, that there is interest

in acquiring the asset for Government

use if the asset is a facility or land.

Federal Interest in Acquiring Land or

Facility

This document implements the

requirements of 49 U.S.C. Section

5334(g) [formerly referenced as Section

12(k) of the Federal Transit Act, now

codified]. Accordingly, FTA hereby

provides notice of the availability of the

land or facility further described below.

Any Federal agency interested in

acquiring the affected land or facility

should promptly notify the FTA.

If no Federal agency is interested in

acquiring the existing land or facility,

FTA will make certain that the other

requirements specified in 49 U.S.C.

Section 5334(g)(1)(A) through (1)(D) are

met before permitting the asset to be

transferred.

Additional Description of Land or

Facility

Vacant parcels of land in the block

bounded by 8th, 9th, Callowhill and

Vine Streets, Philadelphia,

Pennsylvania. This land is located over

the Center City Commuter Tunnel with

certain construction restrictions.

Issued on: December 4, 1995.

Sheldon A. Kinbar,

Regional Administrator.

[FR Doc. 95–29872 Filed 12–06–95; 8:45 am]

BILLING CODE 4910–57–P

UTAH RECLAMATION MITIGATION

AND CONSERVATION COMMISSION

Request for Recommendations

AGENCY: Utah Reclamation Mitigation

and Conservation Commission.

ACTION: Notice.

SUMMARY: Request for recommendations

for potential projects to mitigate the

impacts on fish, wildlife and recreation

resources from the construction and

operation of Federal reclamation

projects in Utah. Selected projects will

be incorporated into the Utah

Reclamation Mitigation and

Conservation Commission five-year

plan.

DATES: Recommendations will be

accepted no later than 5:00 p.m. on

Tuesday, January 2, 1996.

ADDRESSES: One original and two copies

of each recommendation should be

submitted to: Planning Manager, Utah

Reclamation Mitigation and

Conservation Commission, 111 East

Broadway, Suite 310, Salt Lake City,

Utah 84111–5225.

FOR FURTHER INFORMATION CONTACT:

Joan Degiorgio, Telephone (801) 524–

3146; Facsimile (801) 524–3148.

SUPPLEMENTARY INFORMATION: The Utah

Reclamation Mitigation and

Conservation Commission was

established to coordinate the

implementation of mitigation and

conservation provisions of Titles II, III

and IV of the Central Utah Project

Completion Act. Section 301(g) of the

Act requires the Commission to develop

and adopt a plan that will identify

projects to be implemented over a five

year period that will mitigate and

conserve fish, wildlife, and recreation

resources. A Planning Rule was adopted

by the Commission on August 21, 1995,

and published in the Federal Register

on September 25, 1995. The Planning

Rule outlines the planning process and

identifies decision factors to be used by

the Commission to evaluate and select

proposals. On October 3, 1995, notice

was sent to Federal and State fish,

wildlife, recreation, and water

management agencies, Indian tribes,

county and municipal entities and

interested publics within Utah

requesting recommendations to

implement the mitigation and

conservation measures authorized in the

Act.

Authority: Pub. L. 102–575, 106 Stat. 4600,

4625, October 30, 1992.

Michael C. Weland,

Executive Director.

[FR Doc. 95–29855 Filed 12–6–95; 8:45 am]

BILLING CODE 4310–05–M