[Federal Register Volume 77, Number 50 (Wednesday, March 14, 2012)]
[Notices]
[Pages 15148-15151]
[FR Doc No: 2012-6067]

-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-66541; File No. 81-937]

Order Granting an Application of BF Enterprises, Inc. Under the
Securities Exchange Act of 1934

March 8, 2012.

I

    BF Enterprises, Inc. (``BF Enterprises'' or the ``company'') has
filed an application under Section 12(h) of the Securities Exchange Act
of 1934 (the ``Exchange Act'') \1\ for a Commission order exempting the
company from the requirement to register its common stock under Section
12(g) of the Exchange Act.\2\ Section 12(h) grants the Commission the
authority to exempt by order, upon application of an interested person
and after notice and opportunity for a hearing, any issuer from Section
12(g) ``if the Commission finds, by reason of the number of public
investors, amount of trading interest in the securities, the nature and
extent of the activities of the issuer, income or assets of the issuer,
or otherwise, that such action is not inconsistent with the public
interest or the protection of investors.''
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78l(h).
    \2\ 15 U.S.C. 78l(g).
---------------------------------------------------------------------------

    In its application, BF Enterprises states that it ``was a reporting
company under the Exchange Act until 2005 and terminated its Exchange
Act registration pursuant to a Form 15 filed with the Commission on
August 30, 2005 in connection with a reverse/forward stock split
transaction,'' which the company's shareholders ``approved * * * on
July 21, 2005 based upon a Schedule 13E-3 filed with the Commission on
March 31, 2005 and as subsequently amended by the Company.'' According
to the application, a shareholder commenced litigation against the
company in the Delaware Chancery Court in 2010 that ultimately resulted
in that shareholder transferring its shares of the company's common
stock to 500 identical trusts before December 31, 2010, the last day of
the company's fiscal year.
    Under Section 12(g) of the Exchange Act and the Commission's rules
thereunder, an issuer is required to register a class of its equity
securities if, at the end of the issuer's fiscal year, the securities
are ``held of record'' \3\ by 500 or more persons and the issuer has
total assets exceeding $10 million.\4\ According to the application, BF
Enterprises had total assets of $13.3 million as of December 31, 2010.
In addition, each of the 500 trust entities was identified as an owner
of common stock on the records of security holders maintained by or on
behalf of BF Enterprises. However, BF Enterprises contends that it
should not be required to register its common stock under Section 12(g)
and is seeking an exemptive order to that effect. Specifically, BF
Enterprises asserts that exemptive relief would be consistent with the
standards articulated in Section 12(h) because: (1) BF Enterprises has
fewer than 85 total beneficial owners of its common stock, one of which
has expressly stated that its shares are held indirectly through 500
trust entities formed solely for the purpose of attempting to cause the
company to register its common stock under Section 12(g) (the ``BFE
Trusts''); (2) as of December 31, 2010, BF Enterprises had total assets
of approximately $13.3 million and 2010 annual net income of
approximately $103,000; (3) BF Enterprises has a total of seven
employees and its primary business comprises two parcels of real
estate; and (4) there is no trading activity in, and an absence of any
regular market for, BF Enterprises' common stock.
---------------------------------------------------------------------------

    \3\ 17 CFR 240.12g5-1. Exchange Act Rule 12g-5 states that:
``For purposes of determining whether an issuer is subject to the
provisions of sections 12(g) and 15(d) of the Act, securities shall
be deemed to be `held of record' by each person who is identified as
the owner of such securities on records of security holders
maintained by or on behalf of the issuer,'' which is subject to
certain conditions set forth in Rule 12g-5.
    \4\ 15 U.S.C. 78l(g)(1) and 17 CFR 240.12g-1. When Section 12(g)
was enacted, the asset threshold was set at $1 million. The asset
threshold has been increased on several occasions, most recently to
$10 million in 1996. See Relief From Reporting by Small Issuers,
Release No. 34-37157 (May 1, 1996) [61 FR 21353].
---------------------------------------------------------------------------

    On May 12, 2011, the Commission issued a notice of the filing of
the application to give any interested person an opportunity to
``submit to the Commission in writing its views on any substantial
facts bearing on the

application or the desirability of a hearing thereon.'' \5\ The
Commission received nine comment letters on the application,\6\ some of
which were from shareholders of BF Enterprises and all of which opposed
the application.
---------------------------------------------------------------------------

    \5\ See Notice of an Application of BF Enterprises, Inc. under
Section 12(h) of the Securities Exchange Act of 1934, Release No.
34-64479 (May 12, 2011) [76 FR 28482].
    \6\ Seven different commentators submitted the nine comment
letters. The commentators were: Daniel F. Raider (June 6, 2011 and
June 27, 2011) (``Raider Letters''); John D. Browning (June 16,
2011) (``Browning Letter''); Jeremy Q. Zhu (June 16, 2011) (``Zhu
Letter''); Paul Blumenstein (June 16, 2011 and Aug. 2, 2011)
(``Blumenstein Letters''); John H. Norberg (June 15, 2011)
(``Norberg Letter''); Joseph M. Sullivan (June 13, 2011) (``Sullivan
Letter''); and James E. Mitchell (June 13, 2011) (``Mitchell
Letter'').
---------------------------------------------------------------------------

    Commentators contended that the Commission should deny the
application because the company's shareholders have been harmed by the
company's decision to cease filing reports under the Exchange Act.
Among other things, the commentators raised concerns about the
company's lack of transparency \7\ and the detrimental effect of that
lack of transparency on security holders, particularly in terms of
liquidity \8\ and accountability of management.\9\ Specifically, some
commentators claimed that the company's reverse/forward stock split
transaction was unfair to shareholders by leaving them with few or no
alternatives to achieving fair value for their investment, particularly
when there is a concentration of share ownership in management.\10\ In
the view of one of these commentators, it would have been fairer to
shareholders if the company had chosen to go private--e.g., through a
management buyout or sale to a third party--rather than ``go dark.''
\11\ Commentators also expressed concern that the lack of publicly
available information about the company may have resulted in the
company repurchasing its common stock from the public at prices lower
than those that would have been available in a more informed and liquid
market.\12\ Others expressed concern about a perceived trend in
companies ``going dark'' and the negative impact this trend has on the
capital markets generally.\13\
---------------------------------------------------------------------------

    \7\ See, e.g., Browning Letter and Raider Letters.
    \8\ See, e.g., Browning Letter; Raider Letters and Zhu Letter.
    \9\ See, e.g., Raider Letter and Blumenstein Letters.
    \10\ Sullivan Letter; Blumenstein Letters and Zhu Letter.
    \11\ Blumenstein Letters.
    \12\ Blumenstein Letters, Mitchell Letter and Norberg Letter.
    \13\ Blumenstein Letters and Zhu Letter.
---------------------------------------------------------------------------

    Some commentators urged the Commission to revise the definition of
``holder of record'' to reflect the concentration of ownership of
securities of current and former Exchange Act reporting companies in
``street name,'' noting that the current definition allows companies to
deregister under the Exchange Act despite having beneficial owners well
in excess of current thresholds.\14\ One commentator explained that
company shareholders who purchased their shares on the open market
``did so with the reasonable expectation that their shares would enjoy
continued liquidity for so long as the Company's business remained
viable.'' \15\ This commentator argued that the purpose for
establishing the BFE Trusts as owners of BF Enterprises common stock
should not serve as grounds for granting the application when the
company's purpose in effecting the reverse/forward stock split was to
cease filing Exchange Act reports. Some commentators urged the
Commission not to provide the relief requested in the application, but,
rather, to address the company's arguments in the context of a
reconsideration of how shareholders are counted and how many holders
should trigger Exchange Act registration.\16\ Finally, certain of the
commentators also disputed factual assertions in the application,
claiming that the ``market value'' or ``intrinsic value'' of the
company's assets is in excess of $30 million \17\ and that there is
trading interest in the company's common stock.\18\
---------------------------------------------------------------------------

    \14\ See, e.g., Sullivan Letter; Norberg Letter; and Blumenstein
Letters.
    \15\ Blumenstein Letters.
    \16\ See, e.g., Sullivan Letter; Norberg Letter; and Blumenstein
Letter.
    \17\ Raider Letters and Blumenstein Letters.
    \18\ Raider Letters; Blumenstein Letters; and Sullivan Letter
(asserting that ``[t]he Company's stock has been continuously
offered for purchase and sale by multiple market makers in the over
the counter market since the Company's deregistration became
effective'').
---------------------------------------------------------------------------

II

    Section 12(g) was enacted in 1964 following a study of the
securities markets commissioned by Congress and conducted by the staff
of the Commission in the early 1960s (the ``Special Study'').\19\ In
this study, the staff was asked to develop a recommendation for a
standard for registration that would be both reasonably reliable and
easily enforceable and cover issuers that are ``sufficiently
significant from the point of view of the public interest to warrant
the regulatory burden to be assumed by the Government and the
compliance burden to be imposed on the issuers involved.'' \20\ Based
on a balance of theoretical and practical considerations, the Special
Study concluded that the holder of record test would be the most
appropriate measure of public interest for imposing statutory
disclosure requirements on issuers whose securities trade over-the-
counter.\21\ The Commission added an asset test to avoid imposing
Exchange Act reporting obligations on insubstantial issuers for which
the burden of compliance would be disproportionate to the public
interest served by public disclosure.\22\ The Commission subsequently
noted that ``[t]he shareholder-of-record criteria were intended to
provide a certain and easily applied measure of public investor
interest and to avoid the difficulties inherent in a standard based on
the number of beneficial owners. Congress enacted Section 12(g) and
15(d) on the assumption that there was a significant correlation
between the number of recordholders and the number of underlying
beneficial owners.'' \23\
---------------------------------------------------------------------------

    \19\ Report of Special Study of Securities Markets of the
Securities and Exchange Commission, H.R. Doc. No. 88-95 (1963).
    \20\ Id. at 17, pt. 3.
    \21\ Id.
    \22\ See SEC Chairman William Cary's remarks in the Report of
the Committee on Banking and Currency to Accompany S. 1642, S. Rep.
No. 88-379 (1963) (``Committee Report'') at 52.
    \23\ See On the Practice of Recording the Ownership of
Securities in the Records of the Issuer in Other Than the Name of
the Beneficial Owner of Such Securities, Final Report of the
Securities and Exchange Commission (Dec. 3, 1976) at 53.
---------------------------------------------------------------------------

    Shortly after Congress enacted Section 12(g) in 1964, the
Commission adopted Exchange Act Rule 12g5-1 to define ``held of
record'' for purposes of Section 12(g).\24\ This definition requires an
issuer to count, as holders of record, only persons identified as
owners on the record of security holders maintained by or on behalf of
the issuer in accordance with accepted practice and subject to certain
conditions. The Commission determined not to require issuers to count
as holders of record the separate accounts in which securities are held
by brokers, dealers, banks or their nominees for the benefit of other
persons. The Commission explained that this would ``have the effect of
simplifying the process by which companies determine whether or not
they are covered by [Section 12(g)].'' \25\ The Commission further
stated that it would ``determine in the light of experience whether
inclusion of these accounts at a future date is necessary or
appropriate to prevent circumvention of the [Exchange] Act and to
achieve the

intended coverage on a uniform and acceptable basis.'' \26\ The
Commission currently is undertaking such an assessment.\27\
---------------------------------------------------------------------------

    \24\ 17 CFR 240.12g5-1.
    \25\ See Adoption of Rules 12g5-1 and 12g5-2 Under the
Securities Exchange Act of 1934, Release No. 34-7492 (Jan. 5, 1965)
[30 FR 483].
    \26\ Id.
    \27\ See Testimony on the Future of Capital Formation, by Mary
L. Schapiro, Chairman, U.S. Securities and Exchange Commission,
before the U.S. House of Representatives Committee on Oversight and
Government Reform (May 10, 2011), available at http://www.sec.gov/news/testimony/2011/ts051011mls.html. See also Testimony on
Crowdfunding and Capital Formation, by Meredith B. Cross, Director,
Division of Corporation Finance, U.S. Securities and Exchange
Commission, before the Subcommittee on TARP, Financial Services and
Bailouts of Public and Private Programs of the U.S. House of
Representatives, Committee on Oversight and Government Reform (Sept.
15, 2011), available at http://www.sec.gov/news/testimony/2011/ts091511mbc.html.
---------------------------------------------------------------------------

    Congress added the exemptive authority in Section 12(h) of the
Exchange Act to provide the Commission with ``flexibility in the
administration'' of Section 12(g) and other reporting provisions of the
Exchange Act applicable to securities traded in the over-the-counter
market.\28\ To this end, Congress provided the Commission with ``ample
authority to modify, and provide exemptions from, the statutory
requirements for different issuers on the basis of the number of
shareholders, trading interest in their securities, nature and extent
of their business activities, income, asset size, or other relevant
considerations.'' \29\ Congress also recognized that strict application
of numerical triggers may not, in all cases, be consistent with its
desire to balance the public benefits of reporting with its burdens on
reporting companies, particularly smaller companies.\30\
---------------------------------------------------------------------------

    \28\ Committee Report at 63.
    \29\ Id.
    \30\ The Senate Committee observed: ``Under the Investment
Company Act of 1940, Congress set 100 shareholders as the standard
for measuring the public interest. Such inclusive coverage might,
however, create a burden on issuers and the Commission unwarranted
by the number of investors protected, the size of companies
affected, and other factors bearing on the public interest. Unlike
the Securities Act, which requires filing only on the occasion of an
offering, the Exchange Act requires at least annual filings. It is
therefore necessary on purely practical grounds to limit in some
manner the number of issuers required to comply, so that the flow of
reports and proxy statements will be manageable from the regulatory
standpoint and not disproportionately burdensome on issuers in
relation to the national public interest to be served.'' Committee
Report at 19.
---------------------------------------------------------------------------

    The Commission balances the factors in Section 12(h), with no
single criterion alone serving as the basis for granting an exemption;
rather, the criteria set forth in Section 12(h) serve as ``guidelines''
and the Commission looks at the particular circumstances of each matter
to determine whether an exemption meets the standards in Section
12(h).\31\ We address each of the factors below.
---------------------------------------------------------------------------

    \31\ See, e.g., In the Matter of The National Dollar Stores,
Ltd., Admin. Proc. File No. 3-1212, 81-79 (Sept. 11, 1968)
(explaining that ``the criteria [set forth in Section 12(h)] are
designed merely to provide us with guidelines in considering the
basic tests'' of whether an exemption is not inconsistent with the
public interest or the protection of investors; and concluding that
limited, conditional relief warranted ``under the circumstances'');
In the Matter of Lake Ontario Concrete Limited, Admin. Proc. File
No. 3-2615 (May 23, 1973) (where Commission recognized ``unusual
combination of circumstances'' in granting limited exemption); and
In the Matter of Multi Benefit Realty Fund, et al., Admin. Proc.
File No. 3-4400 (Mar. 11, 1976) (where four partnerships with
aggregate assets of $183 million and 5,600 limited partners denied
exemption despite lack of trading interest in applicants' securities
and purported sophistication of investors because those factors
``outweighed'' by the applicants' size and by the number of
investors involved, with Commission specifically noting ``[t]hough
significant, trading interest is not the sole consideration to be
looked at in these matters'').
---------------------------------------------------------------------------

    Number of shareholders: The company asserts, and the commentators
do not dispute, that the company had fewer than 85 beneficial holders
of its common stock and, excluding the BFE Trusts, fewer than 25
holders of record of its common stock as of December 31, 2010. It also
is undisputed that the only reason why BF Enterprises would be deemed
to have 500 or more record holders is the action of a single beneficial
owner to create 500 trusts and to transfer ownership of shares of BF
Enterprises' common stock to those trusts for the sole purpose of
attempting to cause the company to register its common stock under
Section 12(g). It is further undisputed that this shareholder is the
only beneficiary of these trusts.
    In our view, this increase in the number of owners appearing on the
company's books does not reflect a growth in public holders that
requires the protections of Exchange Act reporting; nor is this
increase ``sufficiently significant from the point of view of the
public interest to warrant the regulatory burden to be assumed by the
Government and the compliance burden to be imposed on the [issuer]
involved.'' \32\ Further, imposing Exchange Act reporting obligations
on BF Enterprises solely because of the creation of, and deposit of
company shares into, the BFE Trusts would not result in an increase in
``the number of investors protected'' by such reporting, as Congress
used that phrase in the Committee Report. As such, requiring the
company to report under the Exchange Act does not advance the public
policy underlying the Exchange Act's reporting provisions.
---------------------------------------------------------------------------

    \32\ Special Study at 17.
---------------------------------------------------------------------------

    Trading interest in the securities: In its application, BF
Enterprises asserts that ``there is no trading activity in, and an
absence of any regular market for, the Company's securities.'' While
some commentators disputed the unqualified nature of this statement,
they acknowledged that the company's stock does not trade
frequently.\33\ Indeed, legal counsel representing the shareholder who
created the BFE Trusts acknowledged that, ``[i]n 2010, there were only
a few reported trades, and, to Leeward's knowledge, there have been no
reported trades in 2011.'' \34\ However, all of these commentators
asserted that the level of trading interest in BF Enterprises' stock
depends to some extent upon the availability of its financial
information and news.\35\
---------------------------------------------------------------------------

    \33\ Raider Letters; Blumenstein Letters; and Browning Letter.
    \34\ Blumenstein Letters.
    \35\ See, e.g., Raider Letters (explaining that, due to the
company deregistering under the Exchange Act, ``it is no surprise
that there is only limited interest in trading Company stock'').
---------------------------------------------------------------------------

    While we are mindful that the shareholders of BF Enterprises may
benefit in the ways they explained in their comment letters if the
company were to resume Exchange Act reporting--e.g., increased
transparency, greater market liquidity, enhanced management
accountability--we also must consider the burden of Exchange Act
reporting on an entity such as BF Enterprises and whether there is
currently sufficient trading interest to warrant the compliance burden
to be imposed. While we recognize that, with more information, there
may be more trading interest, it does not appear to us that there
currently exists sufficient trading interest that would justify
imposing the compliance burdens of Exchange Act reporting on the
company.
    We note that, according to otcquote.com, 47 trades, covering fewer
than 27,000 shares, in the company's common stock were effectuated in
the over-the-counter market during the three-year period from January
1, 2009 through December 31, 2011.\36\ This trading activity is of a
level that the Commission has determined in the past militates toward
granting exemptive relief under Section 12(h).\37\ That the

primary reason for the low level of trading may be the company's
decision to effect the reverse/forward stock split and ``go dark'' does
not, in our view, negatively impact an application under Section 12(h)
where, as here, an issuer accomplishes deregistration after notice to
its shareholders, including notice of the negative impact on the market
for the issuer's securities.\38\ Further, we note that the Exchange Act
does not require reporting companies to facilitate or maintain a market
for their securities: Exchange listing is purely voluntary as is
qualifying for quotation on the OTC Bulletin Board.
---------------------------------------------------------------------------

    \36\ Specifically, in 2009, there were 11 trades on six days on
volume of 6,446 shares; in 2010, there were 22 trades on nine days
on volume of 13,200 shares; and in 2011, there were 14 trades on
eight days on volume of 7,127 shares.
    \37\ The Commission determined that there was an ``absence of a
regular market for the [issuer's] stock'' and a ``relatively small
number of transactions effected'' in the stock where there were only
four bid and one ask quotations for the shares for a one-year period
(followed by a cessation of published quotations), and a total of
107 sales, involving 12,117 shares, were effected over a 27-month
period. In the Matter of Security Savings and Loan, Admin. Proc.
File Nos. 3-2511, 81-100 (Aug. 25, 1971). The Commission
characterized trading interest as ``inconsequential,'' ``virtually
dormant'' and ``insignificant'' where there was an average of five
over-the counter transactions per month for a total monthly trading
volume of 600 to 700 shares, when compared to 441,700 shares of the
same class traded in one year on the Toronto Stock Exchange. In the
Matter of Lake Ontario Cement Limited, Admin. Proc. File No. 3-2615
(81-99) (May 23, 1973).
    \38\ Blumenstein Letters (explaining that ``[t]he Company
acknowledged in its information statement regarding the Reverse
Split that a `public market * * * would cease to exist' for its
shares following the transaction.'')
---------------------------------------------------------------------------

    Nature and extent of business activities, income and asset size: In
its application, BF Enterprises asserts that it had total assets of
$13.3 million as of December 31, 2010. BF Enterprises also states that
is a ``real estate developer whose primary business comprises two
properties: a real estate development in suburban Tampa, Florida, and
an office building in Tempe, Arizona'' with its assets ``consisting
primarily of real estate, mortgage loans receivable and cash and cash
equivalents.'' One commentator has disputed BF Enterprises' statement
that its total assets as of December 31, 2010 amounted to $13.3 million
and its 2010 annual net income was approximately $103,000.\39\
Specifically, this commentator estimates the company's assets at more
than $30 million and questions the net income amount given total
revenues in 2010 of approximately $2.7 million. However, even if this
commentator is correct, it is undisputed that BF Enterprises' assets
exceed the Section 12(g) asset threshold of $10 million as of December
31, 2010.
---------------------------------------------------------------------------

    \39\ Raider Letters.
---------------------------------------------------------------------------

    It is relevant, nevertheless, that the securities at issue and the
company's operations are not of a particularly complex nature, given
the type and nature of the company's assets and its small
workforce.\40\ In particular, BF Enterprises' assets and income are
clearly not ``substantial'' and the company's operations are
``limited'' under Commission precedent.\41\
---------------------------------------------------------------------------

    \40\ The application states that the company has a total of
seven employees. Compare In the Matter of Multi Benefit Realty Fund,
et al., Admin. Proc. File No. 3-4400 (Mar. 11, 1976) (where
Commission found relevant in assessing this factor that the
investment at issue was ``more complex than those in most
securities'' because it involved limited partnership interests in
``highly-leveraged, tax-oriented real estate speculations'').
    \41\ The Commission characterized the applicant's income as
``limited'' where it had ``gross operating income of $446,888 and
net income, after dividends on savings accounts and federal income
taxes, of $16,988.'' In the Matter of Security Savings and Loan,
Admin. Proc. File Nos. 3-2511, 81-100 (Aug. 25, 1971). See also In
the Matter of Orchard Supply Building Co., Admin. Proc. File No. 3-
789; 81-41 (May 1, 1967) (finding retail sales of over $3.5 million
to be ``substantial'' and recognizing that the ``impact of those
sales on interstate commerce cannot be immaterial'' where applicant
engaged in the operation of three diversified hardware stores in the
City of San Jose, California).
---------------------------------------------------------------------------

    Other factors: Several commentators expressed their concern that a
company ``going dark'' can repurchase their securities from stranded
shareholders at very substantial discounts to intrinsic value. While an
illiquid market can result in a market price lower than that available
in a more liquid market, we note that the antifraud provisions of the
federal securities laws apply to company repurchases from its
shareholders.\42\ Accordingly, while the availability of current
Exchange Act information about a company may benefit its shareholders
who seek to sell their shares into a public market, shareholders of all
companies--whether or not subject to Exchange Act reporting--are
protected against fraud in connection with their sales or purchases of
company stock.
---------------------------------------------------------------------------

    \42\ For example, under Section 10(b) of the Exchange Act and
Rule 10b-5 under the Exchange Act, a privately-held company may be
liable for material misrepresentations or materially misleading
omissions when repurchasing securities from its shareholders. See,
e.g., Smith v. Duff and Phelps, Inc., 891 F.2d 1567, 1574 (11th
Cir.1990) (holding that closely-held company had duty to disclose to
retiring employee negotiations with prospective stock purchaser).
---------------------------------------------------------------------------

    Commentators also expressed a general concern about the ability of
public companies to ``go dark'' \43\ and the potentially negative
impact an exemption in this matter would have on the over-the-counter
markets generally.\44\ However, the act of ``going dark'' is not itself
grounds for denying the application. The appropriate thresholds for
``going dark'' generally are a subject for study and broad public input
and therefore more appropriately handled through rulemaking.
---------------------------------------------------------------------------

    \43\ See, e.g., Browning Letter.
    \44\ See, e.g., Blumenstein Letters (arguing that ``[a]lthough
the Commission would only be granting relief to one company,
investors in OTC stocks may take the granting of such an exemption
as an indication that they should be wary of investing in any OTC
company that is susceptible of going dark'').
---------------------------------------------------------------------------

III

    Having considered the application and the comment letters, we find
that the requested exemption is not inconsistent with the public
interest or the protection of investors and the purposes fairly
intended by the policy and provisions of the Exchange Act, for the
following reasons:
    (1) As of December 31, 2010, the company had fewer than 85
beneficial owners of its common stock and, excluding the BFE Trusts,
fewer than 25 holders of record of its common stock;
    (2) The BFE Trusts have only one beneficiary, who has expressly
stated that its shares are held indirectly through 500 trust entities
formed solely for the purpose of attempting to cause the company to
register its common stock under Section 12(g);
    (3) There currently appears to be extremely limited trading
interest in BF Enterprises' common stock, although we recognize that
this may be due, in part, to the company having ceased filing reports
under the Exchange Act;
    (4) The limited nature and extent of BF Enterprises' business
activities; and
    (5) Repurchases by the company of its securities are subject to
certain anti-fraud provisions of the federal securities laws, including
Section 10(b) of the Exchange Act and Rule 10b-5 thereunder.
    Accordingly, it is ordered, that pursuant to Section 12(h) of the
Exchange Act, BF Enterprises is hereby exempted from the requirement to
register its common stock under Section 12(g) of the Exchange Act,
effective immediately; and
    It is further ordered, that this exemption shall remain in effect
only for so long as counting each of the BFE Trusts as a separate
``holder of record'' for purposes of Section 12(g) would be the sole
reason for the number of holders of record of BF Enterprises' common
stock to equal or exceed 500.

    For the Commission, by the Division of Corporation Finance,
pursuant to delegated authority.\45\
---------------------------------------------------------------------------

    \45\ 17 CFR 200.30-1(e)(7).
---------------------------------------------------------------------------

Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2012-6067 Filed 3-13-12; 8:45 am]
BILLING CODE 8011-01-P


                       SUPPORTING STATEMENT ENVIRONMENTAL PROTECTION AGENCY

 National Emission Standards for Hazardous Air Pollutants: Generic Maximum Achievable Control Technology Standards Residual Risk and Technology Review for Cyanide Chemicals Manufacturing

       IDENTIFICATION OF THE INFORMATION COLLECTION 1(a) Title of the Information Collection
 National Emission Standards for Hazardous Air Pollutants: Generic Maximum Achievable Control Technology Standards Residual Risk and Technology Review for Cyanide Chemicals Manufacturing (40 CFR part 63, subpart YY), EPA ICR Number 2678.02, Office of Management and Budget (OMB) Control Number 2060-NEW.

      1(b) Short Characterization/Abstract

This supporting statement addresses information collection activities that will be imposed by amendments to the National Emission Standards for Hazardous Air Pollutants (NESHAP) for the cyanide chemicals manufacturing source category in the Generic Maximum Achievable Control Technology standards, 40 CFR part 63, subpart YY, referred to as the cyanide chemicals manufacturing maximum achievable control technology (MACT) standards. The current cyanide chemicals manufacturing MACT standards were promulgated on July 12, 2002 (67 FR 46257).

As part of the residual risk and technology reviews (RTR) for the NESHAP, the Environmental Protection Agency (EPA) is finalizing amendments to (1) clarify regulatory provisions related to emissions during periods of startup, shutdown, and malfunction; (2) add requirements for electronic reporting of performance test results; and (3) add wastewater requirements (including the incorporation of test methods for wastewater stream free cyanide concentration measurements) for new and existing affected sources. This information collection request documents the monitoring (including applicability testing/calculations), recordkeeping and reporting requirements and burden imposed by these amendments.

In general, all NESHAP standards require initial notifications, performance tests, and periodic reports by the owners/operators of the affected facilities. These notifications, reports, and records are essential in determining compliance and are required of all affected facilities subject to NESHAP. This information collection request (ICR) includes the burden for all activities that will be conducted in the first three years following promulgation of the final amendments to the cyanide chemicals manufacturing MACT standards only as they relate to the changes made as a result of the RTR and "other" actions under the final amendments. These activities include reading the rule, conducting and documenting compliance applicability testing/calculations, and completing the recordkeeping and reporting requirements.
Any owner/operator subject to the provisions of this part shall maintain a file of these notifications, reports, and records, and retain the file for at least five years. All reports are sent to the delegated state or local authority. In the event there is no such delegated authority, the reports are sent directly to the EPA regional office. The use of the term "Designated Administrator" throughout this document refers to the U.S. EPA or a delegated authority such as a state agency. The term "Administrator" alone refers to the U.S. EPA Administrator.

Over the next three years, it is estimated that 13 cyanide chemicals manufacturing facilities will be subject to this standard, and the total labor, capital, and operations and maintenance costs imposed by the amendments will be approximately $17,100  per year for the first 3 years after the amendments are finalized with all costs being incurred in the first year. There are 13 currently operating cyanide chemicals manufacturing facilities, and it is assumed that no facilities would be constructed/modified within three years after promulgation of the rule. The burden to the respondents from each facility is shown in Tables 1 through 4 in Attachment 1.

The total average annual cost to the Designated Administrator during the 3 years of the ICR is estimated to be approximately $1,300 per year after the amendments are finalized with all costs being incurred in the first year (an estimated $3,900). This burden includes labor costs for the Federal EPA and state and local authorities to implement the requirements in the NESHAP after the amendments are finalized. This burden is shown in Tables 5 through 8 of Attachment 2.

       Need for and Use of the Collection

      2(a) Need/Authority for the Collection

 The EPA is charged under CAA Section 112, as amended, to establish standards of performance for each category or subcategory of major sources and area sources of hazardous air pollutants (HAP). These standards are applicable to new or existing sources of HAP and require the maximum degree of emission reduction. In addition, CAA section 114(a) states that the Administrator may require any owner/operator subject to any requirement of this Act to:

      (A) Establish and maintain such records; (B) make such reports; (C) install, use, and maintain such monitoring equipment, and use such audit procedures, or methods; (D) sample such emissions (in accordance with such procedures or methods, at such locations, at such intervals, during such periods, and in such manner as the Administrator shall prescribe); (E) keep records on control equipment parameters, production variables or other indirect data when direct monitoring of emissions is impractical; (F) submit compliance certifications in accordance with Section 114(a)(3); and (G) provide such other information as the Administrator may reasonably require.

In the Administrator's judgment, HAP emissions from cyanide chemicals manufacturing facilities cause or contribute to air pollution that may reasonably be anticipated to endanger public health or welfare. Therefore, NESHAP were promulgated for major sources in this source category at 40 CFR part 63, subpart YY.

      Section 112 of the CAA establishes a two-stage regulatory process to develop standards for emissions of HAP from stationary sources. Generally, the first stage involves establishing technology-based standards and the second stage involves evaluating those standards that are based on MACT to determine whether additional standards are needed to address any remaining risk associated with HAP emissions. This second stage is commonly referred to as the "residual risk review." In addition to the residual risk review, the CAA also requires the EPA to review standards set under CAA section 112 every 8 years and revise the standards as necessary taking into account any "developments in practices, processes, or control technologies." This review is commonly referred to as the "technology review." When the two reviews are combined into a single rulemaking, it is commonly referred to as the "risk and technology review." As part of the RTR for the NESHAP, the EPA is finalizing amendments that (1) clarify regulatory provisions related to emissions during periods of startup, shutdown, and malfunction; (2) add requirements for electronic reporting of performance test results; (3) add process wastewater requirements for new and existing affected sources.

      2(b) Practical Utility/Users of the Data

--------------------------------------------------------------------------------
      The recordkeeping and reporting requirements in these standards ensure compliance with the applicable regulation which were promulgated in accordance with the CAA. The collected information is also used for targeting inspections and as evidence in legal proceedings.
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
      Applicability test/calculations are required to determine if an affected facility is required to control emissions under the NESHAP and documentation is necessary to confirm/verify these determinations.
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
      The notifications required in these standards are used to inform the Agency or delegated authority when a source becomes subject to the requirements of the regulation. The reviewing authority may then inspect the source to check if the pollution control devices are properly installed and operated, leaks are being detected and repaired, and the standard are being met. The performance test may also be observed.
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
      The required semiannual reports are used to determine periods of excess emissions, identify problems at the facility, verify operation/maintenance procedures and for compliance determinations.

       Nonduplication, Consultations, and Other Collection Criteria

The requested recordkeeping and reporting will be required under 40 CFR part 63, subpart YY.

      3(a) Nonduplication

If the subject standards have not been delegated, the information is sent directly to the appropriate EPA regional office. Otherwise, the information is sent directly to the delegated state or local agency. If a state or local agency has adopted its own similar standards to implement the Federal standards, a copy of the report submitted to the state or local agency can be sent to the Administrator in lieu of the report required by the Federal standards. Therefore, no duplication exists.

      3(b) Public notice prior to ICR submission to OMB

A public notice and solicitation of public comment on this collection was provided in the Federal Register notice of proposed rulemaking published for the National Emission Standards for Hazardous Air Pollutants: Generic Maximum Achievable Control Technology Standards Residual Risk and Technology Review for Cyanide Chemicals Manufacturing.

       3(c) Consultations
The public was provided the opportunity to review and comment on the burden estimated in this Information Collection Request during the comment period for the proposed rulemaking.

      3(d) Effects of Less Frequent Data Collection

--------------------------------------------------------------------------------
      Less frequent information collection would decrease the margin of assurance that facilities are continuing to meet the standards. Requirements for information gathering and recordkeeping are useful techniques to ensure that good operation and maintenance practices are applied and emission limitations are met. If the information required by these standards was collected less frequently, the proper operation and maintenance of control equipment and the possibility of detecting violations would be less likely.

      3(e) General Guidelines

--------------------------------------------------------------------------------
      These reporting or recordkeeping requirements do not violate any of the regulations promulgated by OMB under 5 CFR part 1320, section 1320.5.
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
      The final cyanide chemicals manufacturing MACT standard amendments require the respondents to maintain all records, including reports and notifications for at least five years. The EPA believes that the five-year records retention requirement is consistent with the Part 70 permit program and the five-year statute of limitations on which the permit program is based. The retention of records for five years allows the EPA to establish the compliance history of a source, any pattern of non-compliance, and to determine the appropriate level of enforcement action. The EPA has found that the most flagrant violators have violations extending beyond five years. In addition, the EPA would be prevented from pursuing the violators due to the destruction or nonexistence of essential records.

3(f) Confidentiality

All information submitted to the Agency for which a claim of confidentiality is made will be safeguarded according to the Agency policies set forth in 40 CFR 2, subpart B -- Confidentiality of Business Information (see 40 CFR 2; 41 FR 36902, September 1, 1976,
 amended by 43 FR 39999, September 28, 1978; 43 FR 42251, September 28, 1978; 44 FR
 17674, March 23, 1979).

3(g) Sensitive Questions

The reporting or recordkeeping requirements in the standard do not include sensitive questions.

       THE RESPONDENTS AND THE INFORMATIONREQUESTED
      4(a) Respondents/NAICS Codes
The respondents to the recordkeeping and reporting requirements are owners or operators of new or existing major source cyanide chemical manufacturing facilities. This includes, but is not limited to, North American Industry Classification System (NAICS) Codes 325188 (All Other Basic Inorganic Chemical Manufacturing) and 325199 (All Other Basic Organic Chemical Manufacturing).
      4(b) Information Requested

       Data Items

In this ICR, all data that is recorded or reported is required by the cyanide chemicals manufacturing MACT standards (40 CFR, part 63, subpart YY). The tables below reflect new requirements based on the finalized amendments to subpart YY.

      A source must make the following reports:

                             Notifications/Reports
 Notification of Compliance Status (based on procedures specified in 40 CFR 63.144(a) and 40 CFR 63.1103(g)(5)(v) and (vii), performance test results)
 40 CFR 63.1110(d)

      A source must keep the following records:

                                Recordkeeping
 Each notification and report (related to wastewater)
 40 CFR 63.1109(a)
 Control applicability records (related to procedures specified in 40 CFR 63.144(a) to determine applicability of control requirements to process wastewater)
 40 CFR 63.1109(d)

      Electronic Reporting
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
	As part of the final RTR amendments, respondents are required to use the EPA's Electronic Reporting Tool (ERT) to develop performance test reports and submit them through the EPA's Compliance and Emissions Data Reporting Interface (CEDRI). The ERT is an application rather than a form, and the requirement to use the ERT is applicable to numerous subparts. The splash screen of the ERT contains a link to the Paperwork Reduction Act (PRA) requirements, such as the OMB Control Number, expiration date, and burden estimate for this and other subparts. In the final amendments, respondents are required to submit notifications and semiannual reports through the EPA's CEDRI. The notification is an upload of their currently required notification in a portable document format (PDF) file. The semiannual reports are to be created using Form 5900-485, the electronic template included with this Supporting Statement. The template is an Excel spreadsheet which can be partially completed and saved for subsequent semiannual reports to limit some of the repetitive data entry. It reflects the reporting elements required by the rule and does not impose additional reporting elements. The OMB Control Number is displayed on the Welcome page of the template, with a link to an online repository that contains the PRA requirements. For purposes of this ICR, it is assumed that there will be no additional burden associated with the requirement for respondents to submit the notifications and reports electronically.

       Respondent Activities

                             Respondent Activities
 Read instructions.
 Adjust the existing ways to comply with any previously applicable instruction and requirements (e.g., due to removal of SSM-related changes).
 Write and submit notifications.
 Enter and maintain information required to be recorded above.

       THE INFORMATION COLLECTED -- AGENCY ACTIVITIES, COLLECTION METHODOLOGY, AND INFORMATION MANAGEMENT

      5(a) Agency Activities

The EPA conducts the following activities in connection with the acquisition, analysis, storage, and distribution of the required information.

                             Agency Activities
 Review notifications and reports and excess emissions reports, required to be submitted by industry.
 Audit facility records.
 Input, analyze, and maintain data in Enforcement and Compliance History Online (ECHO) and Integrated Compliance Information System (ICIS).

      5(b) Collection Methodology and Management

--------------------------------------------------------------------------------
      Initial compliance applicability test/calculation documentation is used by the Agency to discern a source's applicability to the emission standard. Data and records maintained by the respondents are tabulated and published for use in compliance and enforcement programs.
--------------------------------------------------------------------------------

Data and records maintained by the respondents are tabulated and published for use in compliance and enforcement programs. The semiannual reports are used for problem identification, as a check on source operation and maintenance, and for compliance determinations.

Information contained in the reports is reported by state and local governments in the ICIS Air database, which is operated and maintained by EPA's Office of Compliance. ICIS-Air is EPA's database for the collection, maintenance, and retrieval of compliance data for industrial and government-owned facilities. The EPA uses ICIS-Air for tracking air pollution compliance and enforcement by local and state regulatory agencies, EPA regional offices, and EPA headquarters. The EPA and its delegated Authorities can edit, store, retrieve and analyze the data.
      The records required by this regulation must be retained by the owner/operator for five
 years.

      5(c) Small Entity Flexibility

      There are no small entities (i.e., small businesses) affected by this regulation.

      5(d) Collection Schedule

Upon promulgation of the amendments, owners or operators of cyanide chemicals manufacturing facilities have up to a year to comply with most of the compliance testing/calculations, reporting and recordkeeping requirements associated with the amendments. It is anticipated facilities will read the rule and perform the required compliance testing/calculations in year 1. The specific frequency for each information collection activity within this request is shown in Tables 1 through 3 of Attachment 1.

       ESTIMATING THE BURDEN AND COST OF THE COLLECTION

Tables 1 through 4 of Attachment 1 present an itemization of the burden on the respondents subject to this NESHAP for the recordkeeping and reporting requirements in the first three years following promulgation of the amendments to the cyanide chemicals manufacturing MACT standards. Tables 5 through 8 of Attachment 2 present a summary of the burden on the Federal EPA and state and local authorities in the first three years following promulgation of the amendments to the cyanide chemicals manufacturing MACT standards.

The individual burdens are expressed under standardized headings believed to be consistent with the concept of burden under the Paperwork Reduction Act. Where appropriate, specific tasks and major assumptions have been identified. Responses to this information collection are mandatory.

The agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a currently valid OMB Control Number.
      6(a) Estimating Respondent Burden

The average annual burden to industry over the next three years from these recordkeeping and reporting requirements is estimated to be 169 hours. The average annual recordkeeping hours are 112 and the reporting requirement hours are 57, both of which are shown in Table 4 of Attachment 1. These hours are based on Agency knowledge and experience with the NESHAP program, and related ICRs.

      6(b) Estimating Respondent Costs

 The information collection activities for sources subject to these requirements are presented in Tables 1 through 4 of Attachment 1. The total cost for each respondent activity includes labor costs, capital/startup costs, and operating and maintenance (O&M) costs.

       Estimating Labor Costs

      This ICR uses the following labor rates:

      Managerial	$139.36 ($66.36 + 110%)
      Technical	$101.64 ($48.40 + 110%)
      Clerical	$47.57 ($22.65 + 110%)

These rates are from the United States Department of Labor, Bureau of Labor Statistics, May 2019, "National Industry-Specific Occupational Employment and Wage Estimates, Sectors 31, 32, and 33  -  Manufacturing." The rates are from column 8, mean hourly wage for "Management Occupations," "Architecture and Engineering Occupations," and "Office and Administrative Support Occupations." The rates have been increased by 110 percent to account for the benefit packages available to those employed by private industry.

       Estimating Capital/Start-up and Operation and Maintenance Costs

There are process wastewater stream applicability and compliance sampling-related capital costs associated with the final rule amendments in the cyanide chemicals manufacturing MACT standards. We assume each regulated entity will need to sample existing source process wastewater to determine free cyanide concentrations when initially determining applicability to process wastewater requirements, and then again to determine compliance with process wastewater requirements. Regulated entities have several options for making these determinations, including engineering assessments. To be conservative, we assumed that all 13 facilities will comply by sampling wastewater streams to determine free cyanide concentration.

There are no operation and maintenance costs associated with the final rule amendments.

       Capital/Startup and Operation and Maintenance (O&M) Costs
There are one-time wastewater applicability and compliance sampling capital respondent costs ($50 per sampling event) (incurred in the first year), at $100 per respondent (13 respondents). As noted above, there are no estimated operation and maintenance costs for respondents subject to the cyanide chemicals manufacturing MACT standards for the first three years after promulgation of the final rule amendments.
6(c) Estimating Agency Burden and Cost

The costs to the Agency are those costs associated with analysis of the reported information. The Agency's overall compliance and enforcement program includes activities such as the examination of records maintained by the respondents, periodic inspection of sources of emissions, and the publication and distribution of collected information.

      The average annual Agency cost during the three years of the ICR based on tine final amendments to the cyanide chemicals manufacturing MACT standard is estimated to be
$1,300.

This cost is based on the average hourly labor rates as follows:

      Managerial 	$66.62 (GS-13, Step 5, $41.64+ 60%) Technical	$49.44 (GS-12, Step 1, $30.90+ 60%)
      Clerical	$26.75 (GS-6, Step 3, $16.72 + 60%)

These rates are from the Office of Personnel Management (OPM), 2019 General Schedule, which excludes locality rates of pay. The rates have been increased by 60 percent to account for the benefit packages available to government employees. Details on the line-item estimates used to calculate these burdens are presented in Tables 5 through 8 of Attachment 2.

      6(d) Estimating the Respondent Universe and Total Burden and Costs

The total number of respondents is also referred to as the respondent universe. Based on research conducted for the RTR of the cyanide chemicals manufacturing MACT standards, 13 facilities are currently operating and subject to the standards and no new sources are assumed in the first three years after promulgation of amendments. It is assumed that all of the facilities will begin complying within one year of promulgation of the amendments. Thus, the number of total annual responses is 13, over the first three years (and incurred in Year 1) after finalizing the amendments.

6(e) Bottom Line Burden Hours and Cost Tables

 The Respondent Tally

Over the first three years after finalizing the amendments, the total annual labor hours for respondents are estimated to be 507 hours at a cost of approximately $51,300. The average annual labor hours over those three years are estimated to be 169 hours at a cost of approximately $17,100 per year. Furthermore, the total annual reporting and recordkeeping burden for this collection of information is estimated to average 3 hours per response.

The total reporting and recordkeeping burden for this collection of information is estimated at 39 hours per respondent incurred in the first year and the average reporting and recordkeeping respondent burden for this collection of information over three years is estimated at 13 hours. Details regarding these estimates may be found in Tables 1 through 4 of Attachment 1.

 There are one-time capital wastewater applicability and compliance sampling respondent costs ($50 per sampling event) (incurred in the first year), at $100 per respondent (13 respondents). The total costs are $1,300 over 3 years, at an estimated cost of approximately $430 per year. There are no operating and maintenance costs over the first three years after finalizing the amendments.

        The Agency Tally

 The average annual burden over the first three years for the Agency is estimated to be 27 hours at a cost of $1,300. The Agency burden hours and costs are presented in Tables 5 through 8 of Attachment 2.

6(f) Reasons for change in burden
 There is no change in the labor hours or cost in this ICR as it presents the burden based on the amendments to the cyanide chemicals manufacturing MACT standards and is considered new burden.
      The amendments to the NESHAP for Cyanide Chemicals Manufacturing (40 CFR, Part 63, Subpart YY) addressed in this ICR (1) revise provisions in the NESHAP (40 CFR Part 63, Subpart YY) to remove the SSM exemption and SSM plan and periodic report requirements; (2) require electronic submittal of performance test results; and (3) include manufacturing process unit process wastewater technical changes. Where applicable, adjustments for these amendments are reflected in Tables 1 and 2 of this ICR.

--------------------------------------------------------------------------------
      The burden estimate for reading and understanding the rule requirements was adjusted to reflect the time it would take industry to review the amended rule. Burden estimates were removed for developing SSM plans and submitting periodic SSM reports. We estimate that the burden associated with the separate recordkeeping requirements for periods of SSM that are being removed to be approximately the same as the burden associated with the recordkeeping requirements for deviations from rule requirements and, therefore, did not adjust burden for recordkeeping and semiannual compliance reporting.
In 2002, the baseline HAP content of existing cyanide chemicals manufacturing process unit wastewater streams based on available data was 180 parts per million (ppm), which is well below the Hazardous Organic NESHAP (Synthetic Organic Chemical Manufacturing Industry: Organic National Emission Standards for Hazardous Air Pollutants (NESHAP) - 40 CFR 63 Subparts F,G,H,I) (also known as the HON). The HON includes concentration cutoffs of 10,000 ppm for any flowrate, or 1,000 ppm for any flowrate greater than 10 liters per minute. At that time, the EPA did not promulgate standards for existing sources.
The EPA is finalizing requirements that require existing sources to demonstrate that process wastewater from hydrogen cyanide (HCN) purification, ammonia purification, or flare blowdown have a total annual average concentration of Table 9 of 40 CFR Part 63, Subpart G compounds (Table 9 compounds) and free cyanide less than 10,000 ppmw at any flow rate, or a total annual average concentration of Table 9 compounds and free cyanide less than 1,000 ppmw, and an annual average flow rate less than 10 liters per minute. If this demonstration cannot be made, these affected sources are required to meet the same level of control required under the HON (as specified in 40 CFR 63.138(a)(1)). Included under the cited HON requirements, are requirements to control emissions from waste management units upstream of open or closed biological treatment processes  (see requirements specified in §§63.133 through 63.137 of subpart G of this part, as applicable). For purposes of burden estimates, the EPA assumes that existing wastewater streams are already complying with HON wastewater requirements or that concentration limit fall below applicability thresholds (because they are co-located with HON-regulated facilities or co-located with source categories that require HON-equivalent wastewater control). However, because the final amendments require owners and operators to include the concentration of free cyanide in wastewater streams when determining applicability/compliance to wastewater provisions, facilities will now need to sample and determine the concentration of free cyanide to include in applicability/compliance determination calculations.
The current MACT requirements for new cyanide chemicals manufacturing process unit wastewater streams require that process wastewater from HCN purification, ammonia purification, or flare blowdown achieve a combined removal and control of HAP from wastewater of 93 weight-percent. The EPA is finalizing amendments that add the requirement to control emissions from waste management units upstream of biological treatment processes by meeting the requirements of the HON at §§63.133 through 63.137 of subpart G of part 63, as applicable. For purposes of this burden estimate, if there are sources that are subject to the 2002 MACT standards, the EPA assumes that existing wastewater streams subject to control under the cyanide chemicals manufacturing MACT are already complying with HON wastewater waste management unit requirements (because they are co-located with HON-regulated facilities or co-located with source categories that require HON-equivalent wastewater control).
      6(g) Burden Statement

The total annual reporting and recordkeeping burden for this collection of information over three years is estimated to be 39 hours per response incurred in the first year (an estimated 13 hours per year per response on average over 3 years). Burden means total time, effort, or financial resources expended by persons to generate, maintain, retain, or disclose or provide information to or for a Federal agency.

 An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a currently valid OMB control number. The OMB Control Numbers for EPA regulations are listed in 40 CFR part 9 and 48 CFR chapter 15.

 To comment on the agency's need for this information, the accuracy of the provided burden estimates, and any suggested methods for minimizing respondent burden, including the use of automated collection techniques, the EPA has established a public docket for this ICR under Docket ID Number EPA-HQ-OAR-2020-0532. An electronic version of the public docket is available at http://www.regulations.gov/. When in the system, select "search," then key in the docket ID number identified in this document. The documents are also available for public viewing at the Enforcement and Compliance Docket and Information Center in the EPA Docket Center (EPA/DC), EPA West, Room 3334, 1301 Constitution Ave., NW, Washington, DC. The EPA Docket Center Public Reading Room is open from 8:30 a.m. to 4:30 p.m., Monday through Friday, excluding legal holidays. The telephone number for the Reading Room is<PHONE_NUMBER>, and the telephone number for the docket center is<PHONE_NUMBER>. Also, you can send comments to the Office of Information and Regulatory Affairs, Office of Management and Budget, 725 17th Street, NW, Washington, DC 20503, Attention: Desk Officer for EPA. Please include the EPA Docket ID Number EPA-HQ-OAR-2020-0532 and OMB Control Number 2060-NEW in any correspondence.

                       PART B OF THE SUPPORTING STATEMENT

 This section is not applicable because statistical methods are not used in data collection associated with this regulation.

                                  ATTACHMENT 1

                             TABLES 1, 2, 3, and 4

             Tables 1 - 3:	Annual Respondent Burden and Cost of Recordkeeping and Reporting Requirements for the Cyanide Chemicals Manufacturing RTR  -  Years 1-3

             Table 4:	Summary of Annual Respondent Burden and Cost of Recordkeeping and Reporting Requirements for the Cyanide Chemicals Manufacturing RTR

    Table 1 - Annual Respondent Burden and Cost of Recordkeeping and Reporting Requirements for the Cyanide Chemicals Manufacturing RTR - Year 1

    Table 2 - Annual Respondent Burden and Cost of Recordkeeping and Reporting Requirements for the Cyanide Chemicals Manufacturing RTR - Year 2

    Table 3 - Annual Respondent Burden and Cost of Recordkeeping and Reporting Requirements for the Cyanide Chemicals Manufacturing RTR - Year 3

     Table 4 - Summary of Annual Respondent Burden and Cost of Recordkeeping and Reporting Requirements for the Cyanide Chemicals Manufacturing RTR

                                                ATTACHMENT 2

                                            TABLES 5, 6, 7, and 8

             Tables 5 - 7:	Annual Agency Burden and Cost of Recordkeeping and Reporting Requirements for the Cyanide Chemicals Manufacturing RTR - Years 1-3

             Table 8:	Summary of Annual Agency Burden and Cost of Recordkeeping and Reporting Requirements for the Cyanide Chemicals Manufacturing RTR -Years 1-3

    Table 5 - Annual Agency Burden and Cost of Recordkeeping and Reporting Requirements for the Cyanide Chemicals Manufacturing RTR - Year 1

    Table 6 - Annual Agency Burden and Cost of Recordkeeping and Reporting Requirements for the Cyanide Chemicals Manufacturing RTR - Year 2

    Table 7 - Annual Agency Burden and Cost of Recordkeeping and Reporting Requirements for the Cyanide Chemicals Manufacturing RTR - Year 3

                                   Table 8 - Summary of Annual Agency Burden and Cost of Recordkeeping and Reporting Requirements for the Cyanide Chemicals Manufacturing RTR  -  Years 1-3


[Federal Register Volume 77, Number 8 (Thursday, January 12, 2012)]
[Notices]
[Pages 1927-1928]
[FR Doc No: 2012-422]

-----------------------------------------------------------------------

DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Docket No. CP12-37-000]

Carolina Gas Transmission Corporation; Notice of Request Under
Blanket Authorization

    Take notice that on December 21, 2011, Carolina Gas Transmission
Corporation (Carolina Gas), 601 Old Taylor Road, Cayce, South Carolina
29033, filed in Docket No. CP12-37-000, an application pursuant to
sections 157.205, 157.208 and 157.210 of the Commission's Regulations
under the Natural Gas Act (NGA) as amended, to relocate three 1,050
horsepower Solar Saturn natural gas driven compressor units from the
Camden Compressor Station to a new station near Bethune, Kershaw
County, South Carolina, to restage the turbines once they are relocated
and to make related modifications to existing facilities to facilitate
the turbine relocation, under Carolina Gas's blanket certificate issued
in Docket Nos. CP06-71-000, CP06-72-000 and CP06-73-000, all as more
fully set forth in the application which is on file with the Commission
and open to public inspection. The filing may also be viewed on the web
at http://www.ferc.gov using the ``eLibrary'' link. Enter the docket
number excluding the last three digits in the docket number field to
access the document. For assistance, please contact FERC Online Support
at<EMAIL_ADDRESS>or toll free at<PHONE_NUMBER>, or TTY,
contact<PHONE_NUMBER>.
    Any questions concerning this application may be directed to Randy
D. Traylor, Jr., Carolina Gas Transmission Corporation, 601 Old Taylor
Road, Cayce, South Carolina 29033, via telephone at<PHONE_NUMBER> or
email<EMAIL_ADDRESS>or Shelby L. Provencher, Associate General
Counsel, SCANA Corporation, Mail Code C222, 220 Operation Way, Cayce,
South Carolina 29033, via telephone at<PHONE_NUMBER> or email:
<EMAIL_ADDRESS>    Specifically, Carolina Gas proposes to move three 1,050 horsepower
Solar Saturn natural gas driven turbine compressor units approximately
20 miles from the Camden Compressor Station near Camden, Kershaw
County, South Carolina to the new Bethune Compressor Station near
Bethune, Kershaw County, South Carolina. Carolina Gas proposes to
convert the existing Camden Compressor Station to a mainline valve
station, and rebuild and relocate the Bethune Junction Station to the
new Bethune Compressor valve yard.
    Any person or the Commission's staff may, within 60 days after
issuance of the instant notice by the Commission, file pursuant to Rule
214 of the Commission's Procedural Rules (18 CFR 385.214) a motion to
intervene or notice of intervention and pursuant to Section 157.205 of
the regulations under the NGA (18 CFR 157.205), a protest to the
request. If no protest is filed within the time allowed therefore, the
proposed activity shall be deemed to be authorized effective the day
after the time allowed for filing a protest. If a protest is filed and
not withdrawn within 30 days after the allowed time for filing a
protest, the instant request shall be treated as an application for
authorization pursuant to Section 7 of the NGA.
    Persons who wish to comment only on the environmental review of
this project should submit an original and two copies of their comments
to the Secretary of the Commission. Environmental commenter's will be
placed on the Commission's environmental mailing list, will receive
copies of the environmental documents, and will be notified of meetings
associated with the Commission's environmental review process.
Environmental commenters will not be

required to serve copies of filed documents on all other parties.
However, the non-party commentary, will not receive copies of all
documents filed by other parties or issued by the Commission (except
for the mailing of environmental documents issued by the Commission)
and will not have the right to seek court review of the Commission's
final order.
    The Commission strongly encourages electronic filings of comments,
protests and interventions in lieu of paper using the ``eFiling'' link
at http://www.ferc.gov. Persons unable to file electronically should
submit an original and 7 copies of the protest or intervention to the
Federal Energy Regulatory Commission, 888 First Street NE., Washington,
DC 20426.

    Dated: January 5, 2012.
Kimberly D. Bose,
Secretary.
[FR Doc. 2012-422 Filed 1-11-12; 8:45 am]
BILLING CODE 6717-01-P


[Federal Register: August 7, 2006 (Volume 71, Number 151)]
[Notices]
[Page 44749-44751]
[DOCID:fr07au06-118]

-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-54258; File No. SR-NASD-2006-080]

Self-Regulatory Organizations; National Association of Securities
Dealers, Inc; Notice of Filing and Immediate Effectiveness of Proposed
Rule Change and Amendment No. 1 Thereto To Extend the Time for Non-
Member Broker/Dealers To Access the Brut and INET Facilities

August 1, 2006.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that
on July 3, 2006, the National Association of Securities Dealers, Inc.
(``NASD''), through its subsidiary, The Nasdaq Stock Market, Inc.
(``Nasdaq''), filed with the Securities and Exchange Commission
(``Commission'') the proposed rule change as described in Items I and
II below, which Items have been prepared by Nasdaq. On July 5, 2006,
Nasdaq filed Amendment No. 1 to the proposed rule change.\3\ Nasdaq
filed the proposed rule change as a ``non-controversial'' rule change
under Rule 19b-4(f)(6) under the Act,\4\ which renders the proposal
effective upon filing with the Commission.\5\ The Commission is
publishing this notice to solicit comments on the proposed rule change,
as amended, from interested persons.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ In Amendment No. 1, Nasdaq revised the proposed rule text to
conform it with the existing language of NASD Rule 4901.
    \4\ 17 CFR 240.19b-4(f)(6).
    \5\ Nasdaq has requested the Commission to waive the 30-day pre-
operative delay required by Rule 19b-4(f)(6)(iii), 17 CFR 240.19b-
4(f)(6)(iii). See discussion infra Section III.
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    Nasdaq proposes to continue the participation of broker/dealers
that are non-NASD members in Nasdaq's Brut and INET systems through the
earlier of September 1, 2006, or the date Nasdaq becomes operational as
a national securities exchange for the particular types of securities
traded by those non-members in Nasdaq's INET and Brut systems. The
purpose of the proposed rule change is to allow the non-NASD member
broker/dealers to have continued access to the Brut and INET systems
while they take actions to become members of The NASDAQ Stock Market
LLC (``Nasdaq Exchange'').\6\ Nasdaq would implement the proposed rule
change immediately. The text of the proposed rule change is below.
Proposed new language is in italics. Proposed deletions are in
[brackets].
---------------------------------------------------------------------------

    \6\ The Commission recently approved Nasdaq's application for
one of its proposed subsidiaries, The NASDAQ Stock Market LLC, to be
registered as a national securities exchange under Section 6 of the
Act. See Securities Exchange Act Release No. 53128 (January 13,
2006), 71 FR 3550 (January 23, 2006) (File No. 10-131).
---------------------------------------------------------------------------

* * * * *

4901. Definitions

    Unless stated otherwise, the terms described below shall have the
following meaning:
    (a) through (h) No change
    (i) The term ``Participant'' shall mean an NASD member that
fulfills the obligations contained in Rule 4902 regarding participation
in the System. The term ``Participant'' shall also include non-NASD
broker/dealers that desire to use the System and otherwise meet all
other requirements for System participation. Non-NASD member broker/
dealers shall have access to

System until the earlier of either [July] September 1, 2006, or the
date that Nasdaq becomes operational as a national securities exchange
for the particular class of securities traded by the non-NASD member.
    (j) through (w) No Change
* * * * *

4952. System Participant Registration

    (a) Participation in INET requires current registration with the
System and is conditioned upon the Participant's initial and continuing
compliance with the following requirements:
    (1)-(5) No Change.
    (6) In addition to the above, all System Participants shall be
members of the Association. Exception: Non-NASD member broker/dealers
shall have access to System until the earlier of either [July]
September 1, 2006, or the date that Nasdaq becomes operational as a
national securities exchange for the particular class of securities
traded by the non-NASD member.
* * * * *

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

    In its filing with the Commission, the Exchange 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. Nasdaq 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, Proposed Rule Change

1. Purpose
    Nasdaq states that, under current rules, broker/dealers that are
not members of the NASD may use the Brut and INET systems until July 1,
2006. Nasdaq is proposing to modify this provision to allow non-NASD
member broker/dealers to use the Brut and INET systems until the
earlier of either September 1, 2006, or the date that Nasdaq becomes
operational as a national securities exchange for the particular class
of securities traded by the non-member. Nasdaq believes that this
division of dates upon which non-NASD members must be members of the
Nasdaq Exchange in order to continue to use Nasdaq's trading facilities
is necessary because Nasdaq plans to become operational as a national
securities exchange in two phases, with the first involving only Nasdaq
securities and a second, subsequent phase involving securities listed
by other national securities exchanges. Under the proposal, non-NASD
members trading Nasdaq-listed securities would be required to be a
Nasdaq Exchange member to continue to trade Nasdaq securities in Brut
and INET on the date that Nasdaq becomes operational as a national
securities exchange for Nasdaq issues, while entities trading other
exchange-listed securities would be allowed continued access to the
Brut and INET systems for such trading until such time as Nasdaq
becomes operational as a national securities exchange for non-Nasdaq
issues. Nasdaq states that in neither scenario would non-NASD member
access to the Brut and INET systems extend beyond September 1, 2006
without a further extension.
    Nasdaq states that this extension is intended to allow these non-
NASD member broker/dealers to have continued access to Brut and INET
while they take actions to become members of the recently-approved
Nasdaq Exchange. Nasdaq notes that only 44 non-NASD member broker/
dealers currently have access to its Brut and INET systems (4 in the
Brut system and 40 in the INET system) and, as before, Nasdaq commits
not to allow any additional non-NASD broker/dealers access during this
extension period.
2. Statutory Basis
    Nasdaq believes that the proposed rule change is consistent with
the provisions of Section 15A of the Act,\7\ in general, and with
Section 15A(b)(6) of the Act,\8\ in particular, in that it is designed
to promote just and equitable principles of trade, and to remove
impediments to a free and open market and a national market system.
---------------------------------------------------------------------------

    \7\ 15 U.S.C. 78o-3.
    \8\ 15 U.S.C. 78o-3(b)(6).
---------------------------------------------------------------------------

B. Self-Regulatory Organization's Statement on Burden on Competition

    Nasdaq does not believe that the proposed rule change will result
in any burden on competition that is not necessary or appropriate in
furtherance of the purposes of the Act.

C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants or Others

    Nasdaq states that written comments were neither solicited nor
received with respect to the proposed rule change.

III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action

    Because the proposed rule change does not: (i) Significantly affect
the protection of investors or the public interest; (ii) impose any
significant burden on competition; and (iii) by its terms, become
operative for thirty days from the date on which it was filed, or such
shorter time as the Commission may designate if consistent with the
protection of investors and the public interest, it has become
effective pursuant to Section 19(b)(3)(A) of the Act \9\ and
subparagraph (f)(6) of Rule 19b-4 thereunder.\10\
---------------------------------------------------------------------------

    \9\ 15 U.S.C. 78s(b)(3)(A).
    \10\ 17 CFR 240.19b-4(f)(6).
---------------------------------------------------------------------------

    A proposed rule change filed under 19b-4(f)(6) normally may not
become operative prior to thirty days after the date of filing.\11\
However, Rule 19b-4(f)(6)(iii) \12\ permits the Commission to designate
a shorter time if such action is consistent with the protection of
investors and the public interest. Nasdaq has requested that the
Commission waive the 30-day pre-operative delay and the five-day pre-
filing notice requirement and designate the proposed rule change to
become effective upon filing. Nasdaq believes that waivers of such
periods will allow continued uninterrupted access to the Brut and INET
systems for non-member broker/dealers in the period of time immediately
preceding Nasdaq's operation as a national securities exchange. The
Commission believes that waiving the 30-day pre-operative delay and the
five-day pre-filing notice requirement is consistent with the
protection of investors and the public interest because it would
facilitate the orderly transition of Nasdaq to become a national
securities exchange, thus removing impediments to a free and open
market and a national market system. In addition, the Commission
believes that waiving the 30-day pre-operative delay is consistent with
the protection of investors and the public interest because such waiver
would allow non-NASD member broker/dealers to continue to participate
in Brut and INET while they take actions to become members of the
Nasdaq

Exchange. For the foregoing reasons, the Commission designates the
proposal to become effective and operative immediately.\13\
---------------------------------------------------------------------------

    \11\ See 17 CFR 240.19b-4(f)(6)(iii).
    \12\ Id.
    \13\ For purposes only of accelerating the operative date of
this proposal, the Commission has considered the impact of the
proposed rule on efficiency, competition, and capital formation. See
15 U.S.C. 78c(f).
---------------------------------------------------------------------------

    At any time within sixty days of the filing of the proposed rule
change, the Commission may summarily abrogate such rule change if it
appears to the Commission that such action is necessary or appropriate
in the public interest, for the protection of investors, or otherwise
in the furtherance of the purposes of the Act.\14\
---------------------------------------------------------------------------

    \14\ The effective date of the original proposed rule change is
July 3, 2006, and the effective date of Amendment No. 1 is July 5,
2006. For purposes of calculating the 60-day period within which the
Commission may summarily abrogate the proposal, the Commission
considers the period to commence on July 5, 2006, the date on which
the Exchange submitted Amendment No. 1.
---------------------------------------------------------------------------

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change, as amended, is consistent with the Act. Comments may be
submitted by any of the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml.
); or     Send an e-mail to<EMAIL_ADDRESS>Please include

File Number SR-NASD-2006-080 on the subject line.

Paper Comments

     Send paper comments in triplicate to Nancy M. Morris,
Secretary, Securities and Exchange Commission, 100 F Street, NE.,
Washington, DC 20549-1090.
All submissions should refer to File Number SR-NASD-2006-080. This file
number should be included on the subject line if e-mail is used. To
help the Commission 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/sro.shtml
). Copies of the submission, all subsequent amendments, all

written statements with respect to the proposed rule 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 Section, 100 F Street,
NE., Washington, DC 20549. Copies of such filing also will be available
for inspection and copying at the principal office of Nasdaq. All
comments received will be posted without change; the Commission does
not edit personal identifying information from submissions. You should
submit only information that you wish to make available publicly. All
submissions should refer to File Number SR-NASD-2006-080 and should be
submitted on or before August 28, 2006.

    For the Commission, by the Division of Market Regulation,
pursuant to delegated authority.\15\
---------------------------------------------------------------------------

    \15\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Nancy M. Morris,
Secretary.
[FR Doc. E6-12739 Filed 8-4-06; 8:45 am]

BILLING CODE 8010-01-P