[Federal Register Volume 68, Number 191 (Thursday, October 2, 2003)]
[Notices]
[Pages 56856-56858]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 03-25013]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. IC-26193]


Notice of Applications for Deregistration Under Section 8(f) of 
the Investment Compalllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllll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of its Board of Directors is consistent with the federal 
securities laws, including, but not limited to, Rule 10A-3 of the 
Securities Exchange Act of 1934, as amended, (B) shareholder approval 
and quorum requirements for meetings, and (C) the issuance of quarterly 
earnings statements.
    (3)-(5) No change.
* * * * *

Rule 31.10 Independent Directors

    The Exchange requires an issuer to have at least two independent 
directors. For purposes of this section, ``independent director'' shall 
mean a person other than an officer or employee of the company or its 
subsidiaries or any other individual having a relationship which, in 
the opinion of the board of directors, would interfere with the 
exercise of independent judgment in carrying out the responsibilities 
of a director. The issuer shall maintain an audit committee (i) 
composed of such independent directors[.] and (ii) that complies with 
the listing standards set forth in Rule 10A-3 of the Securities 
Exchange Act of 1934, as amended (``Exchange Act''). If a member of the 
audit committee ceases to be independent in accordance with the 
requirements of Exchange Act Rule 10A-3 for reasons outside the 
member's reasonable control, that person, with written notice to the 
Exchange, may remain an audit committee member of the listed issuer 
until the earlier of the next annual shareholders meeting of the listed 
issuer or one year from the occurrence of the event that caused the 
member to be no longer independent.
* * * * *

Rule 31.94 Suspension and Delisting Policies

    (A)-(I) No change.

* * * Interpretations and Policies

    .01 With respect to an issuer that does not comply with the 
requirements of Rule 10A-3 of the Securities Exchange Act of 1934, as 
amended, as set forth in Rule 31.10, the Exchange shall remove from 
listing the securities of such issuer.
* * * * *

Rule 31.96 Notices to Exchange

    (A) No change.
    (B) Changes in Officers or Directors.
    A listed company is required to notify the Exchange promptly (and 
confirm in writing) (i) of any changes of officers or directors and 
(ii) after an executive officer of the listed company becomes aware of 
any material noncompliance by the listed company with the requirements 
of Rule 10A-3 of the Securities Exchange Act of 1934, as amended.
    (C)-(G) No change.
* * * * *

Rule 31.97 [Reserved for additional original listing standards.]

* * * * *
Forms for Listing
* * * * *
Form 1
* * * * *
Listing Agreement
    ---------- (the ``Company''), in consideration of the listing of 
its securities, hereby agrees with the Chicago Board Options Exchange, 
Incorporated (the ``Exchange''), that it will:
    1. Promptly notify the Exchange of the following:
    (a) changes in the general character or nature of its business, its 
principal executive officers, directors, its independent public 
accountants, its transfer agent or registrar and material noncompliance 
by the listed company with Rule 10A-3 of the Securities Exchange Act of 
1934, as amended (``Exchange Act''), after an executive officer becomes 
aware of such noncompliance;
    (b)-(k) No change.
    (2)-(27) No change.
    (28) Comply with Exchange rules, policies and procedures as in 
effect and as they may be amended from time to time and with the 
requirements of Exchange Act Rule 10A-3.
* * * * *

II. Self-Regulatory Organization's Statement of the Purpose of, and the 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, CBOE 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 
Item IV below. CBOE 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
    Exchange Act Rule 10A-3(a)(1) provides that the ``rules of each 
national securities exchange registered pursuant to section 6 of the 
[Exchange] Act (15 U.S.C. 78f) must, in accordance with the provisions 
of [Exchange Act Rule 10A-3], prohibit the initial or continued listing 
of any security of an issuer that

[[Page 56857]]

is not in compliance with the requirements of any portion of paragraph 
(b) or (c) of [Exchange Act Rule 10A-3].'' Exchange Act Rule 10A-3(b) 
contains new requirements for an issuer's audit committee and Exchange 
Act Rule 10A-3(c) provides general exemptions from the requirements of 
Exchange Act Rule 10A-3. Exchange Act Rule 10A-3(a)(5)(ii) requires 
CBOE to propose new rules or rule amendments that comply with Exchange 
Act Rule 10A-3 no later than July 15, 2003.
    CBOE Rules 31.5--31.16 contain the criteria for the original 
listing of an applicant's non-option securities on CBOE. In particular, 
CBOE Rule 31.7 provides that with respect to foreign issuers, CBOE will 
consider the law, and commercial and business practice of the foreign 
issuer's domicile in evaluating the election and composition of the 
foreign issuer's Board of Directors. CBOE proposes to add a proviso 
that makes clear CBOE's intention to consider the law, and commercial 
and business practice of the foreign issuer's domicile only if such law 
and practices are consistent with federal securities laws, including 
Exchange Act Rule 10A-3. CBOE also proposes to amend another original 
listing criterion, CBOE Rule 31.10, which currently provides in part 
that ``the issuer shall maintain an audit committee composed of * * * 
independent directors.'' To comply with Exchange Act Rule 10A-3, CBOE 
proposes to amend the quoted language above in CBOE Rule 31.10 by 
incorporating by reference the listing standards set forth in Exchange 
Act Rule 10A-3. Specifically, the proposed language in CBOE Rule 31.10 
provides in part that ``the issuer shall maintain an audit committee 
(i) composed of such independent directors and (ii) that complies with 
the listing standards set forth in Rule 10A-3 of the Securities 
Exchange Act of 1934, as amended.'' CBOE proposes to amend the listing 
agreement on CBOE Form 1 so that it conforms to the proposed language 
set forth above in CBOE Rule 31.10. Proposed CBOE Rule 31.10 also 
incorporates the language set forth in Exchange Act Rule 10A-3(a)(3) to 
satisfy the requirement that CBOE provides appropriate procedures for 
an issuer to have an opportunity to cure any defects that would be the 
basis for the prohibition of listing the securities of such issuer 
under Exchange Act Rule 10A-3(a).
    CBOE proposes to add an interpretation to CBOE Rule 31.94 that 
revises one of CBOE's delisting policies in order to comply with 
Exchange Act Rule 10A-3. The revision is required because CBOE Rule 
31.94(B)(d) currently permits CBOE's Board of Directors to use its 
discretion in deciding whether to delist an issuer's non-option 
securities from trading when, in the opinion of CBOE, ``the issuer has 
failed to comply with its listing agreements'' with CBOE. Exchange Act 
Rule 10A-3(a)(1) makes clear that an exchange may not use discretion in 
deciding whether to delist a non-option security of an issuer that does 
not comply with Exchange Act Rule 10A-3.
    Exchange Act Rule 10A-3(a)(4) provides that the rules required by 
Exchange Act Rule 10A-3(a)(1) and (2) must include a requirement that a 
listed issuer must notify CBOE promptly after an executive officer of 
the listed issuer becomes aware of any material noncompliance by the 
listed issuer with the requirements of Exchange Act Rule 10A-3. 
Proposed Rule 31.96(B) and the listing agreement on CBOE Form 1 are 
amended to reflect this requirement.
    The proposed rule change reserves a new rule, proposed CBOE Rule 
31.97, to incorporate additional and enhanced original listing 
standards for the listing of non-option securities on the Exchange. 
CBOE understands that the National Association of Securities Dealers, 
Inc. (``NASD'') and the New York Stock Exchange, Inc. (``NYSE'') have 
filed rule proposals with the Commission that strengthen their listing 
standards by enhancing corporate governance requirements for listed 
entities.\4\ Following the Commission's approval of these rule 
proposals, CBOE intends to submit a rule proposal to the Commission to 
adopt substantially similar changes to CBOE's original listing rules. 
For example, consistent with the listing standards that are adopted by 
NYSE and/or NASD, CBOE intends to revise its original listing rules to, 
among other things, further address (i) independent director 
representation on the issuer's Board of Directors; (ii) independent 
director representation on the issuer's nominating and compensation 
committees; (iii) shareholder approval requirements of equity-
compensation plans, (iv) corporate governance guidelines of issuers; 
(v) issuer codes of business conduct and ethics; and (vi) the 
definition of ``independent'' that is currently provided for in CBOE 
Rule 31.10.
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    \4\ See Securities Exchange Act Release No. 34-47516 (March 17, 
2003), 68 FR 14451 (March 25, 2003) (noticing SR-NASD-2002-141) and 
Securities Exchange Act Release No. 34-47672 (April 11, 2003), 68 FR 
19051 (April 17, 2003) (noticing SR-NYSE-2002-33).
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2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Exchange Act,\5\ in general, and furthers the 
objectives of Sections 6(b)(5) of the Exchange Act, \6\ in particular, 
in that it should promote just and equitable principles of trade, serve 
to remove impediments to and perfect the mechanism of a free and open 
market and a national market system, and protect investors and the 
public interest.
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    \5\ 15 U.S.C. 78f(b).
    \6\ 15 U.S.C. 78f(b)(5).
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B. Self-Regulatory Organization's Statement on Burden on Competition

    CBOE does not believe that the proposed rule change will impose any 
burden on competition not necessary or appropriate in furtherance of 
the purposes of the Exchange Act.

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 date of publication of this notice in the 
Federal Register or within such longer 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 such 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, including whether the proposed rule 
change is consistent with the Act. Persons making written submissions 
should file six copies thereof with the Secretary, Securities and 
Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549-0609. 
Copies of the submission, all subsequent amendments, all written 
statements with respect to the proposed rule

[[Page 56858]]

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 in the Commission's Public 
Reference Room. Copies of such filing will also be available for 
inspection and copying at the principal office of CBOE. All submissions 
should refer to File No. SR-CBOE-2003-31 and should be submitted by 
October 23, 2003.

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\7\
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    \7\ 17 CFR 200.30-3(a)(12).
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Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 03-25013 Filed 10-1-03; 8:45 am]
BILLING CODE 8010-01-P