[Federal Register Volume 63, Number 178 (Tuesday, September 15, 1998)]
[Pages 49374-49375]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 98-24693]



Issuer Delisting; Notice of Application To Withdraw From Listing 
and Registration; (Siem Industries Inc. (Formerly, Norex Industries 
Inc.), Common Shares, $0.25 Par Value) File No. 1-9352

September 9, 1998.
    Siem 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 
security (``Security'') from listing and registration on the American 
Stock Exchange, Inc. (``Amex'' or ``Exchange'').
    The reasons cited in the application for withdrawing the Security 
from listing and registration include the following:
    The Company has been listed for trading on the Amex since 1987 and 
on the Oslo Stock Exchange (``OSE'') pursuant to a secondary listing 
since May of 1997.
    Immediately following the adjournment of the annual general meeting 
of shareholders of the Company held in Oslo, Norway, on May 7, 1998, 
the Company's Board of Directors convened a meeting. Pursuant to a 
resolution proposed by the Board of Directors and approved by the 
shareholders, the Board of Directors resolved that the Company 
undertake the actions necessary to accomplish the withdrawal from 
listing and registration of the Security on the Amex and make the OSE 
its sole listing. The number of shares represented in person or by 
proxy at the annual general meeting was 18,140,584 out of a total 
19,524,624 Company shares issued and outstanding, or 92.9%. Of the 
shares present, 17,949,850 shares voted in favor of the resolution to 
delist, 143,534 voted against and 47,700 abstained.
    The reasons for the application to delist from the Amex with a 
resulting sole listing on the OSE include the high level of awareness 
within the Norwegian markets concerning the Company and its activities 
and the restrictions imposed on the Company's activities by the 
Investment Company Act of 1940 (``1940 Act'').
    In the past, the Company has made efforts to increase the number of 
shareholders and volume of trading. Specific actions that were 
undertaken include the opening of a secondary listing on the OSE in May 
of 1997, and a 4-for-1 stock split in June of 1997. The OSE was 
selected as a secondary listing because the Company's chairman, Mr. 
Kristian Siem, has maintained a high degree of visibility in the 
Norwegian market during the past several years as a consequence of his 
chairmanships of several publicly-traded Norwegian companies. In 
addition, the OSE is recognized for its concentration of listings which 
operate in the shipping and offshore industries. The Company, 
therefore, believes that the attention focused on these industry 
sectors will benefit the Company since its major investments include an 
offshore construction company, an offshore drilling contractor and a 
cruise line.
    A requirement that the Company had to satisfy during the process of 
establishing the secondary listing on the OSE was that it have a 
minimum of 50 shareholders with Norwegian residence or citizenship. 
This requirement was satisfied when one of the Company's major 
shareholders placed 200 shares each of the Security with other 
shareholders. Shortly after receiving the listing, the Company made a 
presentation to the European investment community outlining its 
history, investments and activities with the belief that this increased 
awareness would encourage institutions and individuals to participate 
in a secondary offering by the major investor. However, at about this 
same time, a combination of factors came into effect which limited the 
success of the Company's initial efforts in the Norwegian stock market. 
As a result, many of the Norwegian shareholders with whom shares had 
recently been placed quickly sold their holdings into the American 
market in order to capture the resulting gains. In addition, the 
uncertainty surrounding how quickly and how high the market price of 
the shares would continue to rise made the major shareholder unwilling 
to place additional shares in the market unless it could receive a 
price close to fair value on a per share basis. As a result, further 
efforts to undertake a secondary offering to place additional shares in 
the market were postponed.
    A second reason for removing the lsiting from the Amex is that, for 
the past several years, the Company has been subject to provisions of 
the 1940 Act which prohibits the Company from conducting any public or 
private offerings of equity or debt securities in the United States 
unless it obtains an order from the Commission and registers as a 
investment company. These provisions apply to the Company because its 
assets are composed of greater than 40% investment securities as 
defined under the 1940 Act and because it has more than 100 beneficial 
owners who are U.S. citizens or residents. Consequently, since 1990, 
the Company has been restricted to conducting private placements with 
non-U.S. citizens or residents who thus received nonregistered, or 
restricted, shares of the Company's Security. The owners of these 
restricted shares were prevented from actively trading the shares on 
any U.S. exchanges until the expiration of the holding periods for 
nonregistered shares, in accordance with Rule 144 under the Securities 
Act of 1933. As a consequence of being subject to the 1940 Act, the 
Company incurs all of the costs, duties and responsibilities associated 
with maintaining a U.S. listing, but cannot enjoy one of its primary 
benefits which is access to the U.S. public markets for new funds.
    The Company has complied with Rule 18 of the Amex by filing with 
the Amex a certified copy of the resolutions adopted by the Board of 
Directors of the Company on May 7, 1998, authorizing the withdrawal of 
the Company's Security from listing and registration on the Amex and by 
setting forth in detail to the Amex the reasons for such proposed 
withdrawal and the facts in support thereof. The Amex has informed the 
Company that it has no objection to the withdrawal of the Company's 
Security from its listing on the Amex.

[[Page 49375]]

    The Company's Security from the Amex shall have no effect upon the 
continued listing on the OSE.
    Any interested person may, on or before September 30, 1998, 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,
[FR Doc. 98-24693 Filed 9-14-98; 8:45 am]