[Federal Register Volume 63, Number 197 (Tuesday, October 13, 1998)]
[Notices]
[Pages 54738-54739]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 98-27359]


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SECURITIES AND EXCHANGE COMMISSION

[File No. 1-13574]


Issuer Delisting; Notice of Application To Withdraw From Listing 
and Registration; (Johns Manville International Group, Inc., 10\7/8\% 
Senior Notes due 2004)

October 6, 1998.
    Johns Manville International Group, Inc. (``Company'') has filed an 
application with the Securities and Exchange Commission 
(``Commission''), pursuant to Section 12(d) of the

[[Page 54739]]

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 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 is listed for trading on the NYSE. The Security is not 
listed on any other exchange.
    On May 8, 1998, the Company completed a tender offer and consent 
solicitation with respect to the Security. The consent solicitation 
resulted in substantial amendments to the Indenture governing the 
Security. Among other things, the amendments removed from the Indenture 
a convenant of the Company to deliver to Security holders reports 
required to be filed with the Commission or substantially equivalent 
reports if the Company was no longer required to file such reports with 
the Commission. In its offering/solicitation document, the Company 
advised the Security holders that it anticipated that the Security 
would be delisted from the NYSE after the offer. Holders of 
approximately 97.5% of the Security tendered their Security and 
consented to the proposed amendments to the Indenture.
    The Company believes that its application to withdraw the Security 
from listing and registration on the NYSE should be granted for the 
following primary reasons.
    1. The aggregate principal of the Security that remains issued and 
outstanding is small. Only $2,525,000 of the original $400,000,000 in 
the Security remains outstanding after completion of the tender offer. 
The Company intends to redeem these remaining Securities on December 
15, 1999.
    2. The Security is held by a small number of holders. The Company 
believes that as of September 11, 1998, there was one record holder and 
27 beneficial holders of the Security. The Company believes that it 
would be impractical to locate these Security holders at the present 
time.
    3. The Company believes that there is essentially no trading in, 
and therefore no market for, the Security that remains outstanding. The 
NYSE informed the Company on August 27, 1998, that, except for limited 
trading in February and March, there has been no reported trading in 
the Security over the last 12 months. Because of the small number of 
holders, the Company believes that it is unlikely that there will be 
any significant public interest in trading the Security on the NYSE in 
the future.
    The Company has notified the NYSE of its intent to delist the 
Security and the NYSE has verbally informed the Company that it will 
not object to the delisting of the Security.
    Any interested person may, on or before October 28, 1998, 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 
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. 98-27359 Filed 10-9-98; 8:45 am]
BILLING CODE 8010-01-M