Federal Register / Vol. 60, No. 40 / Wednesday, March 1, 1995 / Notices 11159

1See letter from Michell R. Weisbaum, Associate

General Counsel, Phlx, to Beth Stekler, Attorney,

Division of Market Regulation, SEC, dated February

21, 1995 (‘‘Amendment No. 1’’).

2This filing withdraws and replaces File No. SR–

Phlx–94–43. See letter from Michelle R. Weisbaum,

Associate General Counsel, Phlx, to Michael A.

Walinskas, Branch Chief, Division of Market

Regulation, SEC, dated February 17, 1995.

The proposed rule change also would

revise one of the Exchange’s guidelines

relating to the withdrawal of approval of

underlying securities. Currently, under

PSE Rule 3.7, Commentaries .01.2 and

.01.3, an underlying security will not be

deemed to satisfy the Exchange’s listing

criteria if the trading volume of the

underlying security in all markets was

less than 1,800,000 shares in the

preceding twelve months (the

‘‘Maintenance Volume Test’’) or if the

market price of the underlying security

closed below $5 on a majority of

business days during the preceding six

months (the ‘‘Market Price Test’’).

Because New Securities have limited

trading history, they may be unable to

satisfy the Maintenance Volume Test or

the Market Price Test at the time options

on such securities are first listed for

trading on the Exchange. Accordingly,

the proposed rule change would add a

new Commentary .01.4 to PSE Rule 3.7

to provide that the Exchange may

determine whether a New Security

satisfies the Maintenance Volume and

Market Price Tests set forth in

Commentaries .01.2 and .01.3 of Rule

3.7, as well as the comparable tests set

forth in Rule 3.7, Commentary .04, by

reference to the trading volume and

price history of the Original Security

prior to commencement of trading in the

New Security, including ‘‘when issued’’

trading.

2. Statutory Basis

The proposed rule change is

consistent with Section 6(b) of the Act,

in general, and furthers the objectives of

Section 6(b)(5) in particular, by

removing impediments to a free and

open market in options covering

securities issued by companies engaged

in corporate restructuring transactions.

B. Self-Regulatory Organization’s

Statement on Burden on Competition

The Exchange does not believe that

the proposed rule change will impose

any burden on competition.

C. Self-Regulatory Organization’s

Statement on Comments on the

Proposed Rule Change Received From

Members, Participants or Others

No written comments were solicited

or received with respect to the proposed

rule change.

III. Date of Effectiveness of the

Proposed Rule Change and Timing for

Commission Action

Within 35 days of the publication of

this notice in the Federal Register or

within such other period (i) as the

Commission may designate up to 90

days of such date if it finds such longer

period to be appropriate and publishes

its reasons for so finding or (ii) as to

which the self-regulatory organization

consents, the Commission will:

(A) by order approve the proposed

rule change, or

(B) institute proceedings to determine

whether the proposed rule change

should be disapproved.

IV. Solicitation of Comments

Interested persons are invited to

submit written data, views and

arguments concerning the foregoing.

Persons making written submissions

should file six copies thereof with the

Secretary, Securities and Exchange

Commission, 450 Fifth Street, N.W.,

Washington, D.C. 20549. Copies of the

submission, all subsequent

amendments, all written statements

with respect to the proposed rule

change that are filed with the

Commission, and all written

communications relating to the

proposed rule change between the

Commission and any person, other than

those that may be withheld from the

public in accordance with the

provisions of 5 U.S.C. § 552, will be

available for inspection and copying at

the Commission’s Public Reference

Section, 450 Fifth Street, N.W.,

Washington, D.C. 20549. Copies of such

filing will also be available for

inspection and copying at the principal

office of the PSE. All submissions

should refer to File No. SR–PSE–95–04

and should be submitted by March 22,

1995.

For the Commission, by the Division of

Market Regulation, pursuant to delegated

authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 95–4932 Filed 2–28–95; 8:45 am]

BILLING CODE 8010–01–M

[Release No. 34–35409; File No. SR–Phlx–

95–12]

February 22, 1995.

Self-Regulatory Organizations; Notice

of Filing of Proposed Rule Change by

Philadelphia Stock Exchange, Inc.

Relating to Adoption of Listing

Standards Applicable to Options on

Securities Issued in Certain Corporate

Restructuring Transactions

Pursuant to Section 19(b)(1) of the

Securities Exchange Act of 1934

(‘‘Act’’), 15 U.S.C. § 78s(b)(1), notice is

hereby given that on February 13, 1995,

the Philadelphia Stock Exchange, Inc.

(‘‘Phlx’’ or ‘‘Exchange’’) filed with the

Securities and Exchange Commission

(‘‘Commission’’ or ‘‘SEC’’) the proposed

rule change as described in Items I, II

and III below, which Items have been

prepared by the self-regulatory

organization. On February 21, 1995, the

Exchange submitted to the Commission

Amendment No. 1 to the proposed rule

change in order to make certain

technical corrections to the text of the

proposal.1 The Commission is

publishing this notice to solicit

comments on the proposed rule change

from interested persons.

I. Self-Regulatory Organization’s

Statement of the Terms of Substance of

the Proposed Rule Change

The Phlx, pursuant to Rule 19b–4 of

the Act, proposes to amend Exchange

Rule 1009 in order to adopt listing

standards applicable to options on

securities issued in certain corporate

restructuring transactions.2 The text of

the proposed rule change is available at

the Commission.

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

self-regulatory organization 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 Items IV below.

The self-regulatory organization has

prepared summaries, set forth in

Sections A, B, and C below of the most

significant aspects of such statements.

A. Self-Regulatory Organization’s

Statement of the Purpose of, and

Statutory Basis for, the Proposed Rule

Change

1. Purpose

The Phlx proposes to amend

Exchange Rule 1009 in order to permit

the earlier listing of options on

securities issued by companies in

connection with certain corporate

restructuring transactions (‘‘New

securities’’). Currently, certain of the

Exchange’s rules preclude the listing of

options on any security until that

security has been actively traded at or

above a specific price level for a certain

period of time. For example, under

Exchange Rule 1009, Commentary
11160 Federal Register / Vol. 60, No. 40 / Wednesday, March 1, 1995 / Notices

3The proposed rule change would apply to a New

security if at least one of the following conditions

is met:

(1) Any one or more of (A) the aggregate market

value of the New security, (B) the aggregate market

value of the assets attributed to the business

represented by the New security, or (C) the

revenues attributed to the business represented by

the New security are at least 25% of the same

measure determined with respect to the Old

security or the business represented by the Old

security, as applicable, calculated in a comparable

manner on a basis that reflects the inclusion of the

business represented by the New security, provided

that in the case of the qualification of a New

security under clause (B), the aggregate book value

of the assets attributed to the business represented

by the New security is not less than $50 million,

and in the case of the qualification of a New

security under clause (C), the revenues attributed to

the business represented by the New security are

not less than $50 million;

(2) Any one or more of (A) the aggregate market

value of the New security, (B) the aggregate book

value of the assets attributed to the business

represented by the New security, or (C) the

revenues attributed to the business represented by

the New security are at least 331⁄3% of the same

measure determined with respect to the Old

security or the business represented by the Old

security, as applicable, calculated in a comparable

manner on a basis that reflects the exclusion of the

business represented by the New security, provided

that in the case of the qualification of a New

security under clause (B), the aggregate book value

of the assets attributed to the business represented

by the New security is not less than $50 million,

and in the case of the qualification of a New

security under clause (C), the revenue attributed to

the business represented by the New security are

not less than $50 million; or

(3) The aggregate market value represented by the

New security is at least five hundred million dollars

($500,000,000).

4Under the proposed rule change, options

contracts may not initially be listed for trading in

respect of a New security until such time as shares

of the New security are issued and outstanding and

are the subject of trading that is not on a ‘‘when

issued’’ basis or in any other way contingent on the

issuance or distribution of the shares.

.01(3), trading volume in an underlying

security must be at least 2,400,000

shares during the preceding twelve

months (‘‘volume test’’). Further, under

Exchange Rule 1009, Commentary

.01(4), the market price for an

underlying security must be at least

$7.50 for the majority of business days

during the three calendar month period

preceding the date the security is

selected as an underlying security

(‘‘price test’’).

The proposed rule change would

facilitate the earlier listing of options on

New securities by permitting the

Exchange to determine whether a New

security satisfies the volume and price

tests by reference to the trading volume

and market price history of an

outstanding equity security (‘‘Old

security’’) previously issued by the

issuer (or an affiliate thereof) of the New

security. Specifically, if (a) the aggregate

market value, assets, or revenue

attributable to a New security is at least

a stated percentage of the same measure

attributable to the Old security; or (b)

the aggregate market value of the New

security is not less than $500 million,3

then the Exchange would be permitted

to determine whether a New security

satisfies the volume and price tests by

reference to the training volume and

market price history of the Old security.

Reference may be made to the trading

volume and market price history of the

Old security only for trading days

occurring prior to the ex-date for the

transaction in which the New security is

issued 4 and prior to any trading day for

which these tests are determined to be

satisfied by reference to the trading

volume and market price history of the

New security. If reference is made to

either the trading volume or market

price history of the Old security for this

purpose for any period of time, then

reference must be made to both such

criteria in respect of the Old security for

that period.

Further, should the New security be

listed on an exchange or in an automatic

quotation system that has an initial

listing requirement equivalent to the

requirement of paragraph (2) of

Commentary .01 under Exchange Rule

1009 (number of shareholders must be

at least 2,000), that requirement would

be deemed to be satisfied. Finally, if at

least 40 million shares of a New security

will be outstanding in a restructuring,

the Exchange may assume that the New

security will satisfy the listing criteria

set forth in Exchange Rule 1009,

Commentary .01(1) (sufficient public

float) and .01(2) (minimum number of

security holders). Before relying on

either of the assumptions described

above, the Exchange must make a

reasonable investigation as to the

number of shareholders and public float

of the New security and must not have

determined that the requirements of

paragraphs (1) and (2) will, in fact, not

be satisfied.

The proposed rule change also would

revise one of the Exchange’s guidelines

relating to the withdrawal of approval of

underlying securities. Currently, under

Exchange Rule 1010, Commentary

.01(3), an underlying security will not

be deemed to satisfy the Exchange’s

listing criteria if the trading volume of

the underlying security in all markets

was less than 1,800,000 shares in the

preceding twelve months (‘‘maintenance

volume test’’) or, under Commentary

.01(4), if the market price of the

underlying security closed below $5 for

a majority of the business days during

the preceding six months (‘‘market price

test’’). Because New securities have

limited trading history, they may be

unable to satisfy the maintenance

volume test or the market price test at

the time options on such securities are

first listed for trading on the Exchange.

Accordingly, the proposed rule change

would add a new Commentary .01(7) to

Exchange Rule 1010 to provide that the

Exchange may determine whether a

New security satisfies the maintenance

volume and market price tests, as well

as the comparable tests set forth in

Commentary .05 under Exchange Rule

1010, by reference to the trading volume

and price history of the Old security

prior to the first day of trading in the

New security, including ‘‘when issued’’

trading.

2. Statutory Basis

The proposed rule change is

consistent with Section 6 of the Act in

general and, in particular, with Section

6(b)(5) in that it is designed to promote

just and equitable principles of trade, to

prevent fraudulent and manipulative

acts and practices, to foster cooperation

and coordination with persons engaged

in regulating, clearing, settling,

processing information with respect to,

and facilitating transactions in

securities, to remove impediments to

and perfect the mechanism of a free and

open market, as well as to protect

investors and the public interest.

B. Self-Regulatory Organization’s

Statement on Burden on Competition

The Phlx does not believe that the

proposed rule change will impose any

inappropriate burden on competition.

C. Self-Regulatory Organization’s

Statement on Comments on the

Proposed Rule Change Received From

Members, Participants or Others

No written comments were solicited

or received.

III. Date of Effectiveness of the

Proposed Rule Change and Timing for

Commission Action

Within 35 days of the publication of

this notice in the Federal Register or

within such other period (i) as the

Commission may designate up to 90

days of such date if it finds such longer

period to be appropriate and publishes

its reasons for so finding or (ii) as to

which the self-regulatory organization

consents, the Commission will:

(A) by order approve the proposed

rule change, or

(B) institute proceedings to determine

whether the proposed rule change

should be disapproved.

IV. Solicitation of Comments

Interested persons are invited to

submit written data, views and

arguments concerning the foregoing.
Federal Register / Vol. 60, No. 40 / Wednesday, March 1, 1995 / Notices 11161

Persons making written submissions

should file six copies thereof with the

Secretary, Securities and Exchange

Commission, 450 Fifth Street, N.W.,

Washington, D.C. 20549. Copies of the

submission, all subsequent

amendments, all written statements

with respect to the proposed rule

change that are filed with the

Commission, and all written

communications relating to the

proposed rule change between the

Commission and any person, other than

those that may be withheld from the

public in accordance with the

provisions of 5 U.S.C. § 552, will be

available for inspection and copying at

the Commission’s Public Reference

Section, 450 Fifth Street, N.W.,

Washington, D.C. 20549. Copies of such

filing will also be available for

inspection and copying at the principal

office of the Phlx. All submissions

should refer to File No. SR–Phlx–95–12

and should be submitted by March 22,

1995.

For the Commission, by the Division of

Market Regulation, pursuant to delegated

authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 95–4933 Filed 2–28–95; 8:45 am]

BILLING CODE 8010–01–M

Issuer Delisting; Notice of Application

To Withdraw From Listing and

Registration; (Roadmaster Industries,

Inc., Common Stock, $0.01 Par Value,

8% Convertible Subordinated

Debentures Due 2003) File No. 1–11996

February 23, 1995.

Roadmaster Industries, 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 securities

(‘‘Securities’’) from listing and

registration on the American Stock

Exchange, Inc. (‘‘Amex’’).

The reasons alleged in the application

for withdrawing the Securities from

listing and registration include the

following:

According to the Company, in

addition to being listed on the Amex,

the Securities are listed on the New

York Stock Exchange, Inc. (‘‘NYSE’’).

The Securities commenced trading on

the NYSE at the opening of business on

December 12, 1994 and concurrently

therewith the Securities were

suspended from trading on the Amex.

In making the decision to withdraw

the Securities from listing on the Amex,

the Company considered the direct and

indirect costs and expenses attendant on

maintaining the dual listing of the

Securities on the NYSE and on the

Amex. The Company does not see any

particular advantage in the dual trading

of the Securities and believes that dual

listing would fragment the market for

the Securities.

Any interested person may, on or

before March 16, 1995, 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 Amex 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. 95–4995 Filed 2–28–95; 8:45 am]

BILLING CODE 8010–01–M

SMALL BUSINESS ADMINISTRATION

Declaration of Disaster Loan Area

#2760; California

The above-numbered Declaration is

hereby amended, effective February 21,

1995, to include El Dorado, Madera, and

Solano Counties in the State of

California as a disaster area due to

damages resulting from winter storms

causing flooding, landslides, mud and

debris flows beginning on January 3,

1995, and continuing.

In addition, applications for economic

injury loans from small businesses

located in the contiguous counties of

Mariposa, Mono, and Tuolumne in the

State of California, and Douglas County

in the State of Nevada may be filed until

the specified date at the previously

designated location.

All other information remains the

same, i.e., the termination date for filing

applications for physical damage is

March 13, 1995, and for economic

injury the deadline is October 10, 1995.

(Catalog of Federal Domestic Assistance

Program Nos. 59002 and 59008.)

Dated: February 23, 1995.

Bernard Kulik,

Associate Administrator for Disaster

Assistance.

[FR Doc. 95–4970 Filed 2–28–95; 8:45 am]

BILLING CODE 8025–01–M

TENNESSEE VALLEY AUTHORITY

Environmental Impact Statement: Land

Between the Lakes Public Use Plan

AGENCY: Tennessee Valley Authority.

ACTION: Notice of Intent to Prepare an

Environmental Impact Statement (EIS).

SUMMARY: TVA will prepare an

Environmental Impact Statement (EIS)

on alternatives for public use at the

Land Between The Lakes (LBL) national

recreation area. A Public Use Plan will

be developed to meet the future

demands for outdoor recreation and

environmental education uses and to

strengthen the economic and

environmental vitality of the LBL

region. The EIS will analyze a range of

alternatives that will include innovative

financing and operating strategies,

including partnership contracts with

private and other public entities. Such

strategies could be utilized to augment

or replace congressional appropriated

funding traditionally allocated for

developing and managing federal public

use areas, including LBL. One

alternative will be identified as TVA’s

preferred alternative and will be

described in a separate document which

will serve as TVA’s Draft Public Use

Plan for LBL.

The LBL mission has remained

essentially the same since its creation. It

is, ‘‘To manage the resources of Land

Between The Lakes for optimum yield

of outdoor recreation and environmental

education for the American people. In

so doing, to utilize the demonstration

assignment to research, test, and

demonstrate innovative programs; to

help stimulate the development of the

surrounding region; and to extend the

beneficial results as widely as possible.’’

The alternative approaches presented

in the EIS will be developed through a

NEPA scoping process in which the

public can provide input on new public

use guidelines. The guidelines will

consider the balance of economic,

environmental and social concerns and

the feasibility of optional financing and

operating strategies. It is envisioned that

the EIS will analyze ways to achieve the

mission with new funding and/or

operating strategies.

DATES: Comments on the scope of the

EIS must be received on or before April

17, 1995. Four public meetings will be