[Federal Register Volume 62, Number 232 (Wednesday, December 3, 1997)]
[Notices]
[Pages 63990-63991]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 97-31617]
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SECURITIES AND EXCHANGE COMMISSION
Issuer Delisting; Notice of Application to Withdraw From Listing
and Registration; (American Restaurant Partners, L.P., Class A Units of
Limited Partnership Interests) File No. I-9606
November 26, 1997.
American Restaurant Partners, L.P. (``Company'') has filed an
application with the Securities and Exchange Commission
(``Commission''), pursuant to Section 12(d) of the Securities Exchange
Act of 1934 (``Act'') and Rule 12d2-2(d) promulgated thereunder, to
withdraw the above specified security (``Security'') from listing and
registration on the American Stock Exchange, Inc. (``Amex'' or
``Exchange'').
The reasons cited in the application for withdrawing the Security
from listing and registration include the following:
The Company has complied with Amex Rule 18 by filing with the
Exchange a certified copy of the preambles and resolutions adopted by
the general partners of the Company authorizing the withdrawal of the
Security from listing and registration on the Amex, and by setting
forth in detail to the Exchange the reasons for the proposed
withdrawals, and the facts supporting the withdrawal.
In making the decision to withdraw its Security from listing and
registration on the Amex, the Company considered the facts set forth
below and determined that the withdrawal would be in the best interests
of the holders of the Security.
The Company's decision to withdraw the Security from listing and
registration on the Amex is based on a change in the federal income tax
laws that will, effective January 1, 1998, subject the Company to
taxation as a corporation if the Company's Security remains listed on
the Exchange. Under a grandfather clause that expires December 31,
1997, the Company is sheltered from the Internal Revenue Code
provisions which tax publicly traded limited partnerships as
corporations. To avoid taxation as a corporation, the Company must
immediately withdraw its Security from listing and registration on the
Amex so that the Security is no longer traded on an established
securities market by the end of 1997.
The Company has represented that it intends to establish a
qualified matching service in accordance with Department of Treasury
regulations so that holders of the Security may exchange their
interests. The Company has further represented that it may put into
effect a redemption and repurchase agreement to provide holders of the
Security with another means for exchanging their interests.
The Company shall continue to send annual and quarterly reports
containing financial statements to holders of the Security so long as
it is obligated to do so under the Act.
By letter dated November 12, 1997, the Amex informed the Company
that the Exchange has no objection to the withdrawal of the Company's
Security from listing and registration on the Amex.
Any interested person may, on or before December 18, 1997, submit
by letter to the Secretary of the Securities and Exchange Commission,
450 Fifth Street, N.W., Washington, D.C. 20549, facts bearing upon
whether the application has been made in accordance with the rules of
the Exchange and what terms, if any, should be imposed by the
Commission for the protection of investors. The Commission, based on
the information submitted to it, will issue an order granting the
application after the date mentioned above, unless the Commission
determines to order a hearing on the matter.
[[Page 63991]]
For the Commission, by the Division of Market Regulation,
pursuant to delegated authority.
Jonathan G. Katz,
Secretary.
[FR Doc. 97-31617 Filed 12-2-97; 8:45 am]
BILLING CODE 8010-01-M
