[Federal Register Volume 69, Number 148 (Tuesday, August 3, 2004)]
[Notices]
[Pages 46599-46600]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 04-17648]


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SECURITIES AND EXCHANGE COMMISSION


Issuer Delisting; Notice of Application of Morgan's Foods, Inc. 
To Withdraw Its Common Stock, No Par Value, From Listing and 
Registration on the American Stock Exchange LLC File No. 1-08395

July 28, 2004.
    On June 30, 2004, Morgan's Foods, Inc., an Ohio corporation 
(``Issuer''), filed an application with the Securities and Exchange 
Commission (``Commission''), pursuant to Section 12(d) of the 
Securities Exchange Act of 1934 (``Act'') \1\ and Rule 12d2-2(d) 
thereunder,\2\ to withdraw its common stock, no par value 
(``Security''), from listing and registration on the American Stock 
Exchange LLC (``Amex'' or ``Exchange'').
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    \1\ 15 U.S.C. 78l(d).
    \2\ 17 CFR 240.12d2-2(d).
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    The Board of Directors (``Board'') of the Issuer unanimously 
approved a resolution on June 29, 2004 to withdraw the Issuer's 
Security from listing on the

[[Page 46600]]

Amex. The Board states that the reasons it is taking such action are as 
follows: (i) The Issuer's revenues and income over more than the last 
two fiscal years have decreased as a result of continuing ineffective 
and inadequate product promotions and a lack of relevant menu additions 
by the Issuer's KFC franchisor; (ii) the Issuer's efforts to re-
establish compliance with the Amex's listing standards have not been 
successful; and (iii) the Issuer discussed, with Amex representatives, 
the expectations for a further year-over-year decline in revenues and 
income for the first fiscal quarter of 2005, again, primarily as a 
result of ineffective and inadequate product promotions and a lack of 
relevant menu additions by the Issuer's KFC franchisor. In light of the 
foregoing, the Board states that it is in the best interest of the 
Issuer to withdraw the Issuer's Security from listing and registration 
on the Amex. The Issuer states that it is currently seeking to make a 
market for the Security in the OTC Pink Sheets.
    The Issuer stated in its application that it has met the 
requirements of Amex Rule l8 by complying with all applicable laws in 
the State of Ohio, in which it is incorporated, and with the Amex's 
rules governing an issuer's voluntary withdrawal of a security from 
listing and registration.
    The Issuer's application relates solely to the withdrawal of the 
Security from listing on the Amex and from registration under Section 
12(b) of the Act,\3\ and shall not affect its obligation to be 
registered under Section 12(g) of the Act.\4\
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    \3\ 15 U.S.C. 78l(b).
    \4\ 15 U.S.C. 78l(g).
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    Any interested person may, on or before August 20, 2004, comment on 
the 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. All 
comment letters may be submitted by either of the following methods:

Electronic Comments

     Send an e-mail to [email protected]. Please include 
the File Number 1-08395 or;

Paper Comments

     Send paper comments in triplicate to Jonathan G. Katz, 
Secretary, Securities and Exchange Commission, 450 Fifth Street, NW., 
Washington, DC 20549-0609.
    All submissions should refer to File Number 1-08395. This file 
number should be included on the subject line if e-mail is used. To 
help us process and review your comments more efficiently, please use 
only one method. The Commission will post all comments on the 
Commission's Internet Web site (http://www.sec.gov/rules/delist.shtml). 
Comments are also available for public inspection and copying in the 
Commission's Public Reference Room, 450 Fifth Street, NW., Washington, 
DC 20549. All comments received will be posted without change; we do 
not edit personal identifying information from submissions. You should 
submit only information that you wish to make available publicly.
    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. \5\
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    \5\ 17 CFR 200.30-3(a)(1).
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Jonathan G. Katz,
Secretary.
[FR Doc. 04-17648 Filed 8-2-04; 8:45 am]
BILLING CODE 8010-01-P