[Federal Register: June 6, 2007 (Volume 72, Number 108)]
[Notices]
[Page 31355-31357]
[DOCID:fr06jn07-131]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-55837; File No. SR-Amex-2006-99]

Self-Regulatory Organizations; American Stock Exchange LLC; Order
Granting Approval to Proposed Rule Change and Amendment No. 1 Thereto
Relating to Reverse Mergers and Shareholder Approval for Change of
Control Situations

May 31, 2007.

I. Introduction

    On October 5, 2006, the American Stock Exchange LLC (``Amex'' or
``Exchange'') filed with the Securities and Exchange Commission
(``Commission''), pursuant to Section 19(b)(1) \1\ of the Securities
Exchange Act (``Act''), and Rule 19b-4 thereunder,\2\ a proposed rule
change relating to reverse mergers. On February 14, 2007, the Exchange
filed Amendment No. 1 to the proposed rule change.\3\ The proposed rule
change was published for comment in the Federal Register on March 22,
2007.\4\ The Commission received no comments on the proposed rule
change. This order approves the proposed rule change, as amended.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ Amendment No. 1 makes revisions to the proposed rule text,
including revisions conforming the proposed rule text to a filing
submitted by The NASDAQ Stock Market LLC (``Nasdaq'') and approved
by the Commission in the period following submission of the original
filing (Securities Exchange Act Release No. 55052 (January 5, 2007),
72 FR 1569 (January 12, 2007) (SR-NASDAQ-2006-047)) and revisions
incorporating an immediately effective filing submitted by Amex in
the same period (Securities Exchange Act Release No. 55096 (January
12, 2007), 72 FR 2563 (January 19, 2007) (SR-Amex-2007-03)).
Amendment No. 1 replaces and supersedes the original filing in its
entirety.
    \4\ See Securities Exchange Act Release No. 55477 (Mar. 15,
2007), 72 FR 13542.

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II. Description of the Proposal

    The Exchange proposes to amend (i) Section 341 of the Amex Company
Guide (``Guide'') to clarify the circumstances under which a listed
issuer will be deemed to have engaged in a reverse merger thereby
requiring the post-transaction entity to satisfy the initial listing
standards and the process a listed issuer must follow when applying for
initial listing in connection with a reverse merger and (ii) Section
713 of the Guide to require shareholder approval in connection with the
issuance or potential issuance of additional listed securities that
will result in a change of control of a listed issuer.
    Section 341 of the Guide currently provides that if an issuer
listed on the Amex engages in any plan of acquisition, merger or
consolidation, the net effect of which is that the listed issuer is
acquired by an unlisted entity, even if the listed issuer is the
nominal survivor, the post-transaction entity is required to satisfy
the initial listing standards. Such transactions are typically referred
to as ``Reverse Mergers.'' Because the issuer resulting from a Reverse
Merger is essentially a different entity from the listed issuer,
Section 341 does not permit the post-transaction entity to remain
listed on the Amex unless it qualifies as a new listing. The Exchange
stated that this prohibition is intended to prevent ``back door
listings'' whereby an unqualified entity attempts to obtain an Amex
listing. Both the New York Stock Exchange LLC (``NYSE'') \5\ and Nasdaq
\6\ have comparable provisions.
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    \5\ Section 703.08(E) of the NYSE Listed Company Manual.
    \6\ Nasdaq Rule 4340(a).
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    The Exchange stated that many Reverse Mergers are entered into for
bona fide business reasons; however, in some cases listed issuers that
are not in compliance with the continued listing standards, and face
potential delisting, attempt to enter into Reverse Mergers with private
entities in order to retain their Amex listing. In other situations,
the Exchange explained that a listed issuer may be in compliance with
the continued listing standards but the post-transaction entity would
not satisfy the initial listing standards. In both of these cases, a
change of control occurs but the listed issuer attempts to structure
the transaction so that it will not be deemed a Reverse Merger under
the current rule.
    The Exchange proposes amending Section 341 to provide greater
clarity and transparency as to (i) What constitutes a Reverse Merger,
(ii) the factors the Exchange will consider in determining whether a
transaction or series of transactions constitute(s) a Reverse Merger,
(iii) the consequences of entering into a Reverse Merger and (iv) the
process a listed issuer must follow in connection with a Reverse
Merger. The proposed rule change will provide that, in addition to
meeting the initial listing standards, a listed company entering into a
Reverse Merger will need to obtain shareholder approval in accordance
with Section 713 in order to issue additional listed securities in
connection with such Reverse Merger. In addition, while the
determination of whether a Reverse Merger has occurred or will occur is
to some degree subjective, the Exchange proposes to amend Section 341
to more clearly delineate the factors that will be considered by the
Exchange in its analysis of a transaction.\7\
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    \7\ The Exchange's proposed Section 341 states that a ``Reverse
Merger'' is: ``any plan of acquisition, merger or consolidation
whereby a listed company combines with, or into, a company not
listed on the Exchange, resulting in a change of control of the
listed company and potentially allowing such unlisted company to
obtain an Exchange listing. In determining whether a change of
control constitutes a Reverse Merger, the Exchange will consider all
relevant factors, including, but not limited to, changes in the
management, board of directors, voting power, ownership, and
financial structure of the listed company. The Exchange will also
consider the nature of the businesses and the relative size of both
the listed and the unlisted companies.'' See proposed Section 341 of
the Guide.
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    Section 341 currently recommends that listed issuers submit any
proposed plan which could constitute a Reverse Merger to the Exchange
for an informal opinion prior to the plan's promulgation. The Exchange
stated that the intent of such provision is to permit Exchange staff to
review the proposed transaction in order to determine if it constitutes
a Reverse Merger and, in the case of a Reverse Merger, to review the
post-transaction entity in order to confirm that it will meet initial
listing standards. The Exchange proposes to make such process more
transparent by requiring a listed issuer to submit an initial listing
application with sufficient time to permit the Exchange to complete its
review of the post-transaction entity and providing that delisting
proceedings will be commenced if such initial listing application has
not been approved prior to consummation of the Reverse Merger. The
Commission approved a similar rule change filed by Nasdaq.\8\
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    \8\ See supra note 3.
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    In association with the proposed changes to Section 341, the
Exchange also proposes to amend Section 713. Section 713 currently
requires shareholder approval as a prerequisite to Exchange approval of
applications to list additional shares issued in connection with a
transaction (other than a public offering) which would involve the
application of the initial listing standards in evaluating an
acquisition of a listed company by an unlisted company under Section
341 of the Guide. The Exchange proposes revising Section 713 to require
shareholder approval as a prerequisite to Exchange approval of
additional listing applications when the issuance or potential issuance
of additional securities will result in a change of control of a listed
issuer, regardless of whether such change of control also constitutes a
Reverse Merger. Additionally, the Exchange proposes changes to Sections
341 and 713 to clarify the relationship between their respective
requirements. Both NYSE \9\ and Nasdaq \10\ require shareholder
approval for change of control transactions and the Exchange believes
it is necessary and appropriate to require listed issuers to obtain
shareholder approval of any issuance or potential issuance of
additional listed securities that will result in a change of control.
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    \9\ Section 312.03(d) of the NYSE Listed Company Manual.
    \10\ Nasdaq Rule 4350(i)(1)(B).
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III. Discussion

    After careful review of the proposal, the Commission finds that the
proposed rule change, as amended, is consistent with the requirements
of the Act and the rules and regulations thereunder applicable to a
national securities exchange.\11\ In particular, the Commission finds
that the proposal is consistent with Section 6(b)(5) of the Act,\12\
which requires, among other things, that the rules of an exchange be
designed to promote just and equitable principles of trade, to remove
impediments to and perfect the mechanism of a free and open market and
the national market system, and, in general, to protect investors and
the public interest.
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    \11\ In approving this proposed rule change, the Commission has
considered the proposed rule's impact on efficiency, competition and
capital formation. See 15 U.S.C. 78c(f).
    \12\ 15 U.S.C. 78f(b)(5).
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    The Commission believes that the proposal will help listed
companies by providing greater clarity as to the process a listed
company must follow in connection with a reverse merger. More
specifically, the Commission notes that the proposed rule change
provides guidance to issuers on what constitutes a Reverser Merger
under the Exchange's rules, as well as the consequences of such a
transaction, including potential

delisting. This additional guidance may be helpful to investors as
well.
    Finally, the Commission notes that the Exchange is clarifying and
broadening its shareholder approval rules by requiring shareholder
approval in all change of control situations, not just Reverse Mergers,
which will protect investors and the public interest. This should allow
investors of listed issuers to participate in important corporate
decisions involving a change of control. While certain change of
control situations would require shareholder approval under other
provisions of the Guide, this proposal ensures that all change of
control situations must be approved by shareholders, thereby
strengthening the Exchange's shareholder approval requirements, and is
consistent with comparable rules of the New York Stock Exchange and
Nasdaq.

IV. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the
Act,\13\ that the proposed rule change (SR-Amex-2006-99) be, and hereby
is, approved.
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    \13\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Market Regulation,
pursuant to delegated authority.\14\
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    \14\ 17 CFR 200.30-3(a)(12).
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Florence E. Harmon,
Deputy Secretary.
[FR Doc. E7-10871 Filed 6-5-07; 8:45 am]

BILLING CODE 8010-01-P


[Federal Register Volume 80, Number 227 (Wednesday, November 25, 2015)]
[Notices]
[Pages 73749-73750]
[FR Doc No: 2015-29963]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

Combined Notice of Filings #3

    Take notice that the Commission received the following electric
rate filings:

    Docket Numbers: ER13-77-008.
    Applicants: Tucson Electric Power Company.
    Description: Compliance filing: OATT Order No. 1000 Compliance
Filing to be effective 1/1/2015.
    Filed Date: 11/19/15.
    Accession Number: 20151119-5186.
    Comments Due: 5 p.m. ET 12/10/15.

    Docket Numbers: ER13-78-008.
    Applicants: UNS Electric, Inc.
    Description: Compliance filing: OATT Order No. 1000 Compliance
Filing to be effective 1/1/2015.
    Filed Date: 11/19/15.
    Accession Number: 20151119-5207.
    Comments Due: 5 p.m. ET 12/10/15.

    Docket Numbers: ER13-96-007.
    Applicants: Black Hills Power, Inc.
    Description: Compliance filing: Order No. 1000 OATT Regional
Compliance Filing to be effective 1/1/2015.
    Filed Date: 11/19/15.
    Accession Number: 20151119-5203.
    Comments Due: 5 p.m. ET 12/10/15.

    Docket Numbers: ER13-97-007.
    Applicants: Black Hills/Colorado Electric Utility Co.
    Description: Compliance filing: Order No. 1000 OATT Regional
Compliance Filing to be effective 1/1/2015.
    Filed Date: 11/19/15.
    Accession Number: 20151119-5204.
    Comments Due: 5 p.m. ET 12/10/15.

    Docket Numbers: ER13-120-007.
    Applicants: Cheyenne Light, Fuel and Power Company.
    Description: Compliance filing: Order No. 1000 OATT Regional
Compliance Filing to be effective 1/1/2015.
    Filed Date: 11/19/15.
    Accession Number: 20151119-5205.
    Comments Due: 5 p.m. ET 12/10/15.

    Docket Numbers: ER16-358-000.
    Applicants: Nevada Power Company.
    Description: Compliance filing: OATT Order No. 1000 Revision to
Attachment K to be effective 1/1/2015.
    Filed Date: 11/19/15.
    Accession Number: 20151119-5193.
    Comments Due: 5 p.m. ET 12/10/15.

    Docket Numbers: ER16-359-000.
    Applicants: Pacific Gas and Electric Company.
    Description: Sec.  205(d) Rate Filing: Amendment to the NCPA
Interconnection Agreement (SA 292) to be effective 1/19/2016.
    Filed Date: 11/19/15.
    Accession Number: 20151119-5212.
    Comments Due: 5 p.m. ET 12/10/15.
    The filings are accessible in the Commission's eLibrary system by
clicking on the links or querying the docket number.

    Any person desiring to intervene or protest in any of the above
proceedings

must file in accordance with Rules 211 and 214 of the Commission's
Regulations (18 CFR 385.211 and 385.214) on or before 5:00 p.m. Eastern
time on the specified comment date. Protests may be considered, but
intervention is necessary to become a party to the proceeding.
    eFiling is encouraged. More detailed information relating to filing
requirements, interventions, protests, service, and qualifying
facilities filings can be found at: http://www.ferc.gov/docs-filing/efiling/filing-req.pdf. For other information, call<PHONE_NUMBER>
(toll free). For TTY, call<PHONE_NUMBER>.

    Dated: November 19, 2015.
Nathaniel J. Davis, Sr.,
Deputy Secretary.
[FR Doc. 2015-29963 Filed 11-24-15; 8:45 am]
BILLING CODE 6717-01-P