[Federal Register Volume 70, Number 153 (Wednesday, August 10, 2005)]
[Notices]
[Pages 46550-46551]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E5-4309]


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SECURITIES AND EXCHANGE COMMISSION


Proposed Collection; Comment Request

Upon written request, copies available from: Securities and Exchange 
Commission, Office of Filings and Information Services, Washington, DC 
20549.

Extension:
    Rule 12d2-1, SEC File No. 270-98, OMB Control No. 3235-0081,
    Rule 12d2-2, SEC File No. 270-86, OMB Control No. 3235-0080.

    Notice is hereby given that pursuant to the Paperwork Reduction Act 
of 1995 (44 U.S.C. 3501 et seq.), the Securities and Exchange 
Commission (``Commission'') is soliciting comments on the collections 
of information summarized below. The Commission plans to submit these 
existing collections of information to the Office of Management and 
Budget for extension and approval.
    Rule 12d2-1 was adopted in 1935 pursuant to sections 12 and 23 of 
the Securities Exchange Act of 1934 (``Act''). Rule 12d2-1 provides the 
procedures by which a national securities exchange may suspend from 
trading a security that is listed and registered on the exchange. Under 
Rule 12d2-1, an exchange is permitted to suspend from trading a listed 
security in accordance with its rules, and must promptly notify the 
Commission of any such suspension, along with the effective date and 
the reasons for the suspension.
    Any such suspension may be continued until such time as the 
Commission may determine that the suspension is designed to evade the 
provisions of section 12(d) of the Act and Rule 12d2-2 thereunder.\1\ 
During the continuance of such suspension under Rule 12d2-1, the 
exchange is required to notify the Commission promptly of any change in 
the reasons for the suspension. Upon the restoration to trading of any 
security suspended under Rule 12d2-1, the exchange must notify the 
Commission promptly of the effective date of such restoration.
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    \1\ Rule 12d2-2 prescribes the circumstances under which a 
security may be delisted from an exchange and withdrawn from 
registration under section 12(b) of the Act, and provides the 
procedures for taking such action.
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    The trading suspension notices serve a number of purposes. First, 
they inform the Commission that an exchange has suspended from trading 
a listed security or reintroduced trading in a previously suspended 
security. They also provide the Commission with information

[[Page 46551]]

necessary for it to determine that the suspension has been accomplished 
in accordance with the rules of the exchange, and to verify that the 
exchange has not evaded the requirements of section 12(d) of the Act 
and Rule 12d2-2 thereunder by improperly employing a trading 
suspension. Without Rule 12d2-1, the Commission would be unable to 
fully implement these statutory responsibilities.
    There are nine national securities exchanges that are subject to 
Rule 12d2-1. The burden of complying with Rule 12d2-1 is not evenly 
distributed among the exchanges, however, since there are many more 
securities listed on the New York Stock Exchange, Inc. (``NYSE'') and 
the American Stock Exchange LLC (``Amex'') than on the other 
exchanges.\2\ However, for purposes of this filing, it is assumed that 
the number of responses is evenly divided among the exchanges. Since 
approximately 104 responses under Rule 12d2-1 are received annually by 
the Commission from the national securities exchanges, the resultant 
aggregate annual reporting hour burden would be, assuming on average 
one-half reporting hour per response, 52 annual burden hours for all 
exchanges. The related costs associated with these burden hours are 
$2,886.00.
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    \2\ In fact, some exchanges do not file any trading suspension 
reports in a given year.
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    Rule 12d2-2 and Form 25 were adopted in 1935 and 1952, 
respectively, pursuant to sections 12 and 23 of the Act. Rule 12d2-2 
sets forth the conditions and procedures under which a security may be 
delisted from an exchange and withdrawn from registration under section 
12(b) of the Act. The Commission has recently adopted amendments to 
Rule 12d2-2 and Form 25.\3\ The amendments will become effective on 
August 22, 2005 and the compliance date of the amendments is April 24, 
2006. Under the amended Rule 12d2-2, all issuers and national 
securities exchanges seeking to delist and deregister a security in 
accordance with the rules of an exchange will file the newly adopted 
version of Form 25 with the Commission. The Commission has also adopted 
amendments to Rule 19d-1 under the Act to require exchanges to file the 
newly adopted version of Form 25 as notice to the Commission under 
section 19(d) of the Act. Finally, the Commission has adopted 
amendments to exempt options and security futures from section 12(d) of 
the Act. These amendments are intended to simplify the paperwork and 
procedure associated with a delisting and to unify general rules and 
procedures relating to the delisting process.
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    \3\ See Securities Exchange Act Release No. 52029 (July 14, 
2005), 70 FR 42456 (July 22, 2005).
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    The Form 25 is useful because it informs the Commission that a 
security previously traded on an exchange is no longer traded. In 
addition, the Form 25 enables the Commission to verify that the 
delisting has occurred in accordance with the rules of the exchange. 
Further, the Form 25 helps to focus the attention of delisting issuers 
to make sure that they abide by the proper procedural and notice 
requirements associated with a delisting. Without Rule 12d2-2 and the 
Form 25, as applicable, the Commission would be unable to fulfill its 
statutory responsibilities.
    There are seven national securities exchanges that trade equity 
securities that will be respondents subject to Rule 12d2-2 and Form 
25.\4\ The burden of complying with Rule 12d2-2 and Form 25 is not 
evenly distributed among the exchanges, however, since there are many 
more securities listed on the NYSE and the Amex than on the other 
exchanges. However, for purposes of this filing, the staff has assumed 
that the number of responses is evenly divided among the exchanges. 
Since approximately 648 responses under Rule 12d2-2 and Form 25 for the 
purpose of delisting equity securities are received annually by the 
Commission from the national securities exchanges, the resultant 
aggregate annual reporting hour burden would be, assuming on average 
one hour per response, 648 annual burden hours for all exchanges. In 
addition, since approximately 57 responses are received by the 
Commission annually from issuers wishing to remove their securities 
from listing and registration on exchanges, the Commission staff 
estimates that the aggregate annual reporting hour burden on issuers 
would be, assuming on average one reporting hour per response, 57 
annual burden hours for all issuers. Accordingly, the total annual hour 
burden for all respondents to comply with Rule 12d2-2 is 705 hours. The 
related costs associated with these burden hours are $37,830.00.
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    \4\ We note that there are two additional national securities 
exchanges that only trade standardized options which, as noted 
above, are exempt from Rule 12d2-2.
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    Written comments are invited on: (a) Whether the proposed 
collection of information is necessary for the proper performance of 
the functions of the agency, including whether the information will 
have practical utility; (b) the accuracy of the agency's estimate of 
the burden of the collection of information; (c) ways to enhance the 
quality, utility, and clarity of the information collected; and (d) 
ways to minimize the burden of the collection of information on 
respondents, including through the use of automated collection 
techniques or other forms of information technology. Consideration will 
be given to comments and suggestions submitted in writing within 60 
days of this publication.
    Please direct your written comments to R. Corey Booth, Director/
Chief Information Officer, Office of Information Technology, Securities 
and Exchange Commission, Station Place, 100 F Street, NE., Washington, 
DC 20549.

    August 2 , 2005.
J. Lynn Taylor,
Assistant Secretary.
[FR Doc. E5-4309 Filed 8-9-05; 8:45 am]
BILLING CODE 8010-01-P