[Federal Register Volume 62, Number 205 (Thursday, October 23, 1997)]
[Notices]
[Page 55289]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 97-28029]


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SECURITIES AND EXCHANGE COMMISSION


Issuer Delisting; Notice of Application To Withdraw From Listing 
and Registration; (UNC Incorporated, 9\1/8\% Senior Notes Due July 15, 
2003, Issued Pursuant to the Indenture Dated as of July 15, 1993) File 
No. 1-7795

October 17, 1997.
    UNC Incorporated (``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 of the New York 
Stock Exchange, Inc. (``NYSE'' or ``Exchange'').
    The reasons cited in the application for withdrawing the Security 
from listing and registration include the following:
    The Security was issued pursuant to the Indenture, dated as of July 
15, 1993, as amended (the ``Indenture'') between the Company and the 
Chase Manhattan Bank, as successor Trustee (``Trustee'') and were sold 
pursuant to a registration statement filed with the Commission and 
declared effective July 22, 1993. The Security is registered pursuant 
to Section 12(d) of the Act and listed for trading on the NYSE.
    As a result of the Merger, on September 18, 1997. Standard & Poor's 
Rating Group raised its rating of the Security to AAA. On September 30, 
1997, the Company completed a debt tender and consent solicitation for 
all of the issued and outstanding Security. Through the debt tender, 
the Company purchased $87,952,000 to the $100,000,000 aggregate 
principal amount of the Security outstanding. After the debt tender, 
there remained issued and outstanding $11,900,000 aggregate principal 
amount of the Notes held of record by 11 persons, including the 
Depository Trust Company (DTC). Through DTC, there are approximately 37 
holders. Pursuant to the terms of the Indenture, the Company will 
commence a Change in Control offer for the remaining Notes at a price 
of 101% of par plus accrued and unpaid interest. Since the price is 
below the price offered in the recent offer, the Company does not 
anticipate that any of the remaining holders will tender into the 
Change in Control offer. Therefore, the Company intends to redeem the 
outstanding Security on June 15, 1998, the earliest possible redemption 
date pursuant to the Indenture.
    The Company believes that its application to withdraw the Security 
from listing and registration on the NYSE should be granted for, among 
others, the following reasons:
    (a) The small principal amount of the Security outstanding. Only 
$11,900,000 aggregate principal amount of the Security remains issued 
and outstanding.
    (b) The Security is held by small number of holders.
    (c) The Security is the Company's only listed security.
    (d) The costs of satisfying the Company's reporting obligations 
under the Act. The Company represents that it is no longer subject to 
the report requirements of the Act for any other Securities. 
Furthermore, as a result of the consent solicitation, the Company is no 
longer obligated under the terms of the Indenture to file reports with 
the Commission. As a consequence the Company will not be required to 
incur the costs of preparing separate annual and periodic reports. The 
Company represents that it is not obligated under the Indenture or any 
other document to maintain the listing or registration of the Security 
on the NYSE or on any other national securities exchange.
    The Company notified the NYSE on September 29, 1997 that it was 
requesting delisting of the Security and the NYSE raised no objection 
to such delisting.
    Any interested person may, on or before November 7, 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 exchange 
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. 97-28029 Filed 10-22-97; 8:45 am]
BILLING CODE 8010-01-M