[Federal Register Volume 59, Number 146 (Monday, August 1, 1994)]
[Unknown Section]
[Page 0]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 94-18575]
[[Page Unknown]]
[Federal Register: August 1, 1994]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-34429; File No. SR-PSE-93-12]
Self-Regulatory Organizations; Pacific Stock Exchange, Inc.;
Order Granting Approval to Proposed Rule Change Relating to New Listing
and Maintenance Standards
July 22, 1994.
I. Introduction
On August 11, 1993, the Pacific Stock Exchange, Inc. (``PSE'' or
``Exchange'') submitted to the Securities and Exchange Commission
(``SEC'' or ``Commission''), pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934 (``Act'')\1\ and Rule 19b-4
thereunder,\2\ a proposed rule change to establish new quantitative and
qualitative listing standards with respect to common stock, preferred
stock, bonds and debentures, warrants, contingent value rights, and
other securities. Subsequently, the PSE filed Amendments Nos. 1, 2 and
3, dated December 8, 1993, February 3, 1994, and July 16, 1994
respectively.\3\
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\1\15 U.S.C. 78s(b)(1) (1988).
\2\17 CFR 240.19b-4 (1993).
\3\Amendment No. 3, which is available in the Commission's
Public Reference Room, was largely technical in nature and generally
had no substantive impact on the original filing. Therefore, it was
determined that Amendment No. 3 did not need to be published for
public comment.
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The proposed rule change and Amendments Nos. 1 and 2 were published
for comment in Securities Exchange Act Release No. 33759 (March 14,
1994), 59 FR 13019 (March 18, 1994). No comments were received
regarding the proposal.
II. Description of the Rule Change
This rule change includes original listing and maintenance criteria
and establishes qualitative standards and corporate governance policies
applicable to all listed companies. Specifically, the rule change
eliminates all of the current listing standards and establishes a new
two-tier listing structure.\4\ Tier I and Tier II securities are
distinguished with respect to quantitative initial listing and
maintenance standards. Tier I includes standards for listing common
stock, preferred stock and similar issues, bonds and debentures,
warrants, contingent value rights, unit investment trusts, and other
securities suited for auction market trading. Tier I contains more
stringent quantitative standards than the PSE's current standards. Tier
II includes listing standards for listing common stock, preferred stock
and similar issues, bonds and debentures, and warrants. The Tier II
standards are comparable to the PSE's current listing standards.
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\4\The Commission is currently considering the PSE's proposed
rule change to list and trade common stock under a Small Corporate
Offering Registration/Regulation A (``SCOR'') designation. See
Securities Exchange Act Release No. 32514 (June 25, 1993), 58 FR
35496 (July 1, 1993) (File No. SR-PSE-92-42); and Securities
Exchange Act Release No. 34328 (July 7, 1994) (Amendment No. 1 to
File No. SR-PSE-92-42). The SCOR listing requirements would, in
effect, constitute a third tier of less stringent listing
requirements; however, for purposes of the exchange exemption under
state blue sky laws, SCOR securities would not be deemed ``listed''
on the Exchange.
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In addition to the quantitative standards, the Exchange will
consider other factors in determining a company's listing eligibility
including, for example, the voting rights of shareholders, the nature
and scope of the applicant's operations, the applicant's financial
condition, and the composition of the applicant's assets. The Exchange
may also evaluate such factors as the experience and reputation of the
applicant and its management, and the nature and effect of governmental
policies on the company's products or properties. In the case of
initial public offerings, the exchange will consider the estimated
proceeds to be received by the issuer from the offering and the
specific purposes for which the proceeds are to be used by the issuer.
In the case of bonds and debentures, the Exchange will consider the
credit rating by agencies designated as nationally recognized
statistical rating organizations, such as Standard & Poor's and Moody's
Investors Services, as an indication of the quality of the issuer.
All securities, regardless of the requirements used for their
admission to listing, will be subject to auction market trading rules
and real-time reporting. Transactions in Tier II will be identified by
a special suffix to the ticker symbol so that these securities can be
distinguished from other securities traded on the Exchange. The suffix
will not be applied, however, to a security listed on either the NYSE,
Amex, or NASDAQ/NMS even though it is designated by the Exchange as a
Tier II security. Finally, all of the Exchange's rules and surveillance
procedures will be applicable to transactions in securities listed
under the Tier I and Tier II designations.
Special transition rules will apply for securities listed or
approved for listing prior to the effective date of the new standards.
For inclusion under Tier I, the securities must meet the applicable
initial listing standards, except that securities also listed on the
NYSE, Amex, or NASDAQ/NMS may be designated as Tier I securities if
they meet the applicable Tier I maintenance requirements. All
securities currently listed that do not meet the Tier I listing
standards will be designated Tier II securities. These Tier Ii
securities must meet the Tier II maintenance standards within six
months of the effectiveness of the rule change.\5\
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\5\During this six month transition period, the PSE's current
listing and maintenance standards will be applied to Tier II
securities not meeting the new maintenance standards.
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1. Tier I
The PSE's new listing standards for Tier I common stock are based
on standards established in a Memorandum of Understanding (``MOU'')
between the North American Securities Administrators Association, Inc.
(``NASAA'')\6\ and the Chicago Board Options Exchange Inc.
(``CBOE'').\7\ The CBOE and NASAA developed the MOU in an effort to
provide issuers with securities listed on the CBOE a basis for
obtaining an exemption from state securities registration requirements
(i.e., blue sky exemption). The MOU created minimum quantitative
initial inclusion and maintenance standards, corporate governance
requirements and minimum voting rights for listing on the CBOE. The PSE
has adopted the MOU's two alternative minimum quantitative initial
inclusion standards for common stock, as follows:
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\6\NASAA is an association of securities administrators from
each of the 50 states, the District of Columbia, Puerto Rico, Mexico
and 12 Canadian provinces and territories.
\7\The MOU criteria were approved by the NASAA membership on May
30, 1991. The Commission approved a CBOE rule change adopting the
standards set forth in the MOU in Securities Exchange Act Release
No. 29748 (September 27, 1991), 56 FR 50404 (October 4, 1991).
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Description Alt. No. 1 Alt. No. 2
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Net Worth............................ $4,000,000... $12,000,000.
Pre-Tax Income....................... 750,000......
Net Income........................... 400,000......
Public Float (Shares)................ 500,000...... 1,000,000.
Market Value of Float................ 3,000,000.... 15,000,000.
Minimum Bid.......................... $5/share..... $3/share.
Public Beneficial Holders............ 800/400*..... 400.
Operating History.................... ............. 3 years.
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*800 shareholders are required for companies with at least 500,000 but
less than 1 million shares publicly held, or 400 shareholders for
companies with at least 1 million shares publicly held, or 500,000
shares publicly held and daily trading volume in excess of 2,000
shares per day for six months.
The original listing criteria for preferred stock vary depending on
where the issuer has common stock listed. If the related common stock
is listed on the PSE, NYSE or Amex, there must be at least 100,000
preferred shares publicly held and an aggregate market value of at
least $2,000,000. If the related common stock is not so listed, there
must be at least 400,000 preferred shares publicly held, an aggregate
market value of at least $4,000,000, and at least 800 public beneficial
holders of 100 shares or more. In all cases, the issuer must meet the
net worth and earnings requirements for common stock, and each share of
preferred stock must have a minimum share price of $10 to be eligible
for listing.
With respect to bonds and debentures, issuers will be evaluated
according to the same net tangible assets and earnings criteria
applicable to common stock. If an issuer's common stock is traded on
the PSE, NYSE or Amex, the bonds or debentures must have a minimum
aggregate market value and principal amount of $5,000,000 each and at
least 100 public beneficial holders. If related common stock is not
traded on any of the above referenced exchanges, the bonds or
debentures must have an aggregate market value and principal amount of
at least $20,000,000 each and at least 100 public beneficial
holders.\8\ If a debt security is convertible into a class of equity
security, such equity security must meet the applicable Tier I listing
requirements. Current last sale information must be publicly available
with respect to the underlying security into which the bond or
debenture is convertible.
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\8\Additionally, issuers must meet and appear to be able to
satisfy interest and principal when due on the bond or debenture to
be listed.
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The Exchange will not list warrants under the Tier I designation
unless the common stock of the company or other security underlying the
warrants is already listed, or will be listed concurrently with the
warrants, on the PSE under the Tier I designation. For a Tier I listing
of warrants there must be at least 500,000 warrants publicly held by
not less than 250 public beneficial holders.\9\
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\9\The Tier I and Tier II listing standards for warrants do not
apply to warrants based on currency or market indices. The Exchange
is creating a separate rule for such warrants that requires at least
1,000,000 publicly held warrants with a market value of at least
$4,000,000, at least 400 public beneficial holders, and a term of 5
years. The issuer of warrants based on currency or market indices
must have total assets of at least $100,000,000. All cash
settlements are made in U.S. dollars.
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For the listing of Tier I contingent value rights (``CVRs''),
issuers must meet the net worth and earnings requirements applicable to
common stock.\10\ In addition, there must be at least 600,000 publicly
held CVRs with a market value of at least $18,000,000, at least 1,200
public beneficial holders, and total assets of at least $100,000,000.
The CVRs must have a maturity of at least one year. Prior to the
commencement of trading of CVRs, the Exchange will distribute a
circular to its membership explaining the specific risks associated
with CVRs and providing guidance regarding member firm compliance
responsibilities when handling transactions in such securities.
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\10\CVRs are unsecured obligations providing for a possible cash
payment at maturity based on the value of an equity security issued
by an affiliate of the issuer of the CVRs (``related security''). At
maturity, the holder of a CVR would be entitled to a cash payment at
maturity if the market price of the related security is lower than a
predetermined target price. If the market price of the related
security equals or exceeds the target price, the holder of the CVR
would not be entitled to receive such a cash payment. See Securities
Exchange Act Release No. 33843 (March 31, 1994), 59 FR 16666 (April
7, 1994).
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The PSE also is adopting listing standards for Unit Investment
trusts (``UITs'').\11\ To list UITs, the new rule requires at least
1,000,000 publicly held shares or units, at least 400 public beneficial
holders, and total trust assets of at least $60,000,000 at the time of
formation.\12\ Additionally, the stated term must be at least two
years, but may be subject to earlier termination under specific
circumstances set forth in the UIT's governing documents and disclosed
in the UIT prospectus. Where a UIT has been divided into separate
components, any voting rights accorded the UIT interest may be divided
between the component securities as specified in the UIT prospectus.
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\11\The trustee of a UIT interest must be a trust company or
banking institution having substantial capital and surplus. Such
trustee may not have an executive officer who is also an officer of
the issuing sponsor nor shall the trustee and issuer be made under
common control. No change in the trustee can be made without prior
notice to, and approval of, the Exchange. In cases where an
individual has been appointed as Trustee, a qualified trust company
or banking institution must be appointed co-trustee.
\12\Before a UIT may be recommended, customers must be provided
with a prospectus and an explanation of any special characteristics
and risks attendant to trading UIT interests, and their suitability
for such an investment must be determined. A prospectus must be
provided to investors in connection with each transaction in a UIT
interest unless the member organization has procedures to verify
previous receipt of a current prospectus.
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The Exchange will consider listing other securities not otherwise
covered by the Tier I listing requirements provided the issue is suited
for auction making trading. Prior to commencement of trading of such
securities, the Exchange will evaluate the nature and complexity of the
issue.\13\ Such securities must have at least 1,000,000 publicly held
trading units and a principal amount/market value of at least
$20,000,000, and at least 400 public beneficial holders.\14\ In
addition, the issuer must have total assets of at least $100,000,000.
If the issuer is unable to satisfy the earnings requirements applicable
to Tier I common stock, the Exchange will require the issuer to have
total assets of at least $200,000,000 and net worth of at least
$10,000,000, or total assets of at least $100,000,000 and net worth of
at least $20,000,000.\15\
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\13\If appropriate, the Exchange will distribute a circular to
the membership providing guidance regarding member firm compliance
responsibilities when handling transactions in the issue.
\14\If the issue is traded in thousand dollar denominations,
there must be a minimum of 100 public beneficial holders.
\15\If the issue contains cash settlement provisions, settlement
must be made in U.S. dollars, and if the issue contains redemption
provisions, the redemption price must be at least $3.00 per unit.
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2. Tier II Listing Standards
For issuers not satisfying the Tier I standards, the PSE is
establishing listing criteria under Tier II. A Tier II listing
generally signifies that a company has limited commercial operations,
lower capitalization, and lacks a demonstrated earnings history. Tier
II is intended to provide small companies with access to the capital
markets and to supply liquidity to public investors within a regulated
marketplace. A security that is listed on the NYSE, Amex, or NASDAQ/NMS
may be listed under Tier II in reliance upon the listing requirements
of the applicable exchange or association.
The numerical Tier II initial listing standards for common stock
are lower than those for Tier I, but generally comparable to the
current PSE listing criteria. The following are the new Tier II initial
listing standards for common stock:
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Description Alt. No. 1 Alt. No. 2
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Net Tangible Assets.................... $2,000,000... ................
Net Worth.............................. ............. $8,000,000.
Net Income............................. 100,000*..... ................
Public Float (Shares).................. 500,000...... 1,000,000.
Market Value of Float.................. 1,500,000.... 2,000,000.
Minimum Bid............................ $3/share..... $1/share.
Public Beneficial Holders.............. 500.......... 500.
Operating History...................... 3 years...... ................
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*Demonstrated net earnings of at least $100,000 after taxes, excluding
non-recurring income and extraordinary items, in the last fiscal year
or in two of the last three fiscal years, or total tangible assets of
$2,500,000.
The following are the current PSE listing standards for common
stock:
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Description Alt. No. 1 Alt. No. 2
------------------------------------------------------------------------
Net Tangible Assets.................... $1,500,000... $2,000,000.
Net Income............................. 100,000...... ................
Public Float (Shares).................. 750,000...... 750,000.
Market Value of Float.................. 2,250,000.... 2,250,000.
Minimum Bid............................ $1/share..... $1/share.
Public Beneficial Holders.............. 750.......... 750.
------------------------------------------------------------------------
To list preferred stock and debt under Tier II, the issuer must
meet the same net tangible asset and earnings requirements for Tier II
common stock. For preferred stock, there must be at least 500,000
preferred shares publicly hold with an aggregate market value of at
least $1,000,000 at least 250 public beneficial holders, and an
operating history of at least three continuous years. A Tier II listing
of bonds and debentures requires that, in addition to the net tangible
asset and earnings requirements applicable to issuers of common stock,
there is an aggregate market value and principal amount of $5,000,000
each, and at least 200 public beneficial holders., If the preferred
stock or debt is convertible into a class of common stock, such class
must meet the Tier II listing requirements.\16\ Redeemable issues must
provide for redemption pro rata or by lot.
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\16\Current last sale information must be available with respect
to the underlying security into which the security is convertible.
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The Exchange will not list warrants under the Tier II designation
unless the common stock of the company or other security underlying the
warrants is already listed, or will be listed concurrently with the
warrants, on the PSE under the Tier II designation. For listing under
Tier II, there must be at least 500,000 warrants publicly held by not
less than 250 public beneficial holders.\17\
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\17\These standards do not apply to warrants based on currency
or market indices. See supra note 9.
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3. Corporate Governance and Disclosure Policies
The PSE is adopting corporate governance and disclosure policies
for the first time. The provisions being adopted herein apply to both
Tier I and Tier II securities, except that Tier II securities need not
comply with the provision for an audit committee. Under corporate
governance, the provisions include rules concerning conflicts of
interest, independent directors, quorum, shareholder approval, annual
meetings, and solicitation of proxies and consents. With respect to
voting rights, the new rule prohibits the listing or continued listing
of any common stock or other equity security of a domestic issuer that
has the effect of nullifying, restricting or disparately reducing the
per share voting rights of holders of an outstanding class of common
stock. To be eligible for listing, preferred stock must give the
holders the right to elect at least two members of the issuer's Board
of Directors if the issuers should default in the payment of fixed
dividends for two years.\18\
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\18\In addition, any change in the rights, privileges or
preferences of preferred stock holders requires at least a two-
thirds vote of the preferred class, voting as a class. The creation
of any additional class of preferred stock senior to or equal in
preference to the issue to be listed requires at least a favorable
majority vote of the preferred class, voting as a class.
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The new corporate disclosure policies incorporate an issuer's duty
to disclose any news or information that might reasonably be expected
to materially affect the market for its securities. The new rules
provide guidance to listed companies in making appropriate public
disclosure, and include information regarding consultation with the PSE
Listings Department, internal handling of confidential corporate
matters, and relationships between company officials and others. The
new rules also provide guidelines regarding the content and preparation
of public announcements. In addition, as a term of the listing
agreement, listed companies are required to submit to the Exchange
certain reports, notifications, and materials required to be filed by
the Act. These requirements are described in detail in the new rules.
4. Maintenance Requirements and Delisting Procedures
The rule change also establishes numerical maintenance criteria,
and delisting and suspension policies and procedures intended to ensure
uniform treatment of issuers. Securities listed under the Tier I
designation will not be granted waivers from the Exchange's numerical
maintenance requirements. Any security that no longer meets the Tier I
maintenance requirements, but meets the Tier II maintenance
requirements, will be reclassified as a Tier II security. Tier II
securities failing to meet the Tier II maintenance standards will not
be granted waivers for continued listing except in cases where the
security continues to be listed on either the NYSE, Amex, or NASDAQ/
NMS, provided, however, that the Exchange determines that there is a
reasonable basis for a waiver.
The quantitative maintenance standards for Tier I common stock are
as follows: (1) At least 200,000 publicly held shares and a market
value of at least $1,000,000; (2) at least 400 public beneficial
holders, or at least 300 beneficial holders of 100 shares or more; (3)
net worth of at least $2,000,000 if the issuer has sustained losses for
continuing operations and/or net losses in two of the last three fiscal
years, or $4,000,000 if losses in three of the last four years; and (4)
a share bid price of at least $3. For Tier II, the common stock
maintenance standards require at least 300,000 publicly held shares
with a market value of at least $500,000, at least 250 public
beneficial holders, total net tangible assets of at least $500,000 (or
net worth of at least $2,000,000), and a share bid price of at least
$1.\19\
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\19\The Exchange may waive the Tier I and II share bid price
requirements upon consideration of market conditions, the issuer's
capitalization, the number of outstanding and publicly held shares,
and any other factors the Exchange deems appropriate.
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The preferred stock maintenance standards require for Tier I
securities the same net worth standards as common stock, at least
100,000 publicly held shares with a market value of at least
$1,000,000, and at least 150 public beneficial holders. In addition,
the issuer must not have sustained losses from continuing operations
and/or net losses in the five most recent fiscal years. Tier II
maintenance standards require that issuers of preferred stock meet the
net tangible asset or net worth requirements for Tier II common stock,
and have at least 250,000 shares publicly held by not less than 100
public beneficial holders. If the Tier I or Tier II preferred stock is
convertible into a class of common stock, such class must meet the
applicable Tier's maintenance requirements.
Tier I and Tier II bonds and debentures must maintain the same net
worth standards as Tier I and Tier II common stock respectively, an
aggregate market value and principal amount of at least $1,000,000
each, and at least 100 public beneficial holders. In addition, for Tier
I debt, the issuer must not have sustained losses from continuing
operation and/or net losses in the five most recent fiscal years. In
the case of Tier I and Tier II warrants, the common stock of the
company or other security underlying the warrant must meet the
applicable Tier I or Tier II maintenance requirements.
Finally, Tier I CVRs and UITs must maintain an aggregate market
value of at least $1,000,000. If the equity security to which the cash
payment of a CVR or UIT at maturity is tied is delisted, the CVR or UIT
shall also be suspended or delisted.\20\
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\20\The Exchange will consider the suspension of trading in, or
removal from listing of any UIT interest when, in its opinion,
further dealing in such interests appear unwarranted under any of
the following circumstances: (1) the UIT interest has more than 60
days remaining until termination and there are less than 50 record
and/or beneficial holders of shares, units, or trading components
thereof for 20 or more consecutive trading days; or (2) there has
been failure on the part of the UIT and/or sponsor to comply with
the Exchange's listing policies or agreements; or (3) such other
event occurs or condition exists that, in the opinion of the
Exchange, makes further dealings on the Exchange inadvisable.
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The securities of a company will be subject to suspension and/or
withdrawal from listing and registration as a listed issue if the
Exchange finds that the listed company fails to meet the quantitative
maintenance requirements discussed above, or fails to comply with the
Exchange's listing policies or agreements.\21\ Whenever the Exchange
staff determines that a security is to be removed from the list, the
issuer will be given an opportunity to present to the Equity Listing
Committee any reasons why the security should not be delisted. A
decision by the Equity Listing Committee to delist a security may be
appealed to a Board Committee or a committee appointed by the Board of
Governors for such purpose.\22\
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\21\Other factors the Exchange will consider include, among
others, the issuance of an independent public accountant's
disclaimer opinion on financial statements required to be certified,
and losses which are so substantial that, in the opinion of the
Exchange, it appears questionable as to whether a company will be
able to continue operations. In addition, the Exchange would examine
a company that has depleted, sold or otherwise disposed of its
principal operating assets, or substantially discontinued the
business that it conducted at the time it was listed, or the
liquidation of the company has been authorized.
\22\If a security is delisted, the Exchange must submit an
application to the Commission to strike the security from listing
and registration. A copy of such application will be provided to the
issuer in accordance with Section 12 of the Act.
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III. Discussion
The Commission finds that the proposed rule change is consistent
with the requirements of the Act and the rules and regulations
thereunder applicable to a national securities exchange and, in
particular, the requirements of Section 6.\23\ The Commission believes
that the proposal is consistent with the Section 6(b)(5) requirements
that the rules of an exchange be designed to perfect the mechanism of a
free and open market and a national market system and to protect
investors and the public interest.
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\23\15 U.S.C. 78f (1988).
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The development and enforcement of adequate standards governing the
initial and continued listing of securities on an exchange is an
activity of critical importance to financial markets and the investing
public. Listing standards serve as a means for a self-regulatory
organization to screen issuers and to provide listed status only to
bona fide companies with sufficient float, investor base and trading
interest to maintain fair and orderly markets. Once a security has been
approved for initial listing, maintenance criteria allow an exchange to
monitor the status and trading characteristics of that issue to ensure
that it continues to meet the exchange's standards for market depth and
liquidity. For the reasons set forth below, the Commission believes
that the proposed rule change will provide the PSE with greater
flexibility in determining which securities warrant inclusion on the
Exchange, without compromising the benefits that the Exchange's listing
standards offer to investors.
The Commission notes that most of the PSE's new listing standards
are substantially similar to the rules of existing national securities
exchanges and the Nasdaq National Market and, therefore, finds that
these standards are equally acceptable for the PSE. To the extent that
PSE's proposed rules do differ from those of existing national
securities exchanges and the Nasdaq National Market, the Commission
finds them also to be consistent with the Act.
In addition to the quantitative standards, the other qualitative
requirements, such as the establishment of audit committees, voting
rights, shareholder approval, and disclosure policies, ensure that
companies trading on the PSE will adequately protect the interests of
public shareholders. The commission also notes that because extensive
listing and maintenance standards are being adopted, only companies
suitable for exchange listing are eligible for trading on the PSE.
Finally, the Commission believes that inclusion of a security for
listing on an exchange should not depend solely on meeting quantitative
criteria, but should also entail an element of judgement given the
expectations of investors and the imprimatur of listing on a particular
market.\24\ The Commission believes that this rule provides the
necessary flexibility to determine whether to list an issuer, while
ensuring that certain minimum standards must be met. Thus, the
Commission believes that the new listing and maintenance standards
strike the appropriate balance between protecting investors and
providing a marketplace for issuers satisfying the disclosure
requirements under the federal securities laws. The new standards will
provide important guidance to the PSE review process, and will alert
issuers seeking listing on the PSE, as well as current PSE issurers, of
the Exchange's specific standards.
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\24\See, e.g., In the Matter of Siver Shield Mining and Milling
Company, Securities Exchange Act Release No. 6214 (March 18, 1960)
(``use of the facilities of a national securities exchange is a
privilege involving important responsibilities under the Exchange
Act''); In the Matter of Consolidated Virginia Mining Co.,
Securities Exchange Act Release No. 6192 (February 26, 1960) (same).
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IV. Conclusion
For the reasons stated above, the Commission believes the rule
change is consistent with the Act and, therefore, has determined to
approve it. The rule change provides enhanced listing standards for PSE
listed securities which provide greater protection of investors and the
public interest.
The Commission does not believe that the rule change will result in
any burden on competition that is not necessary or appropriate in
furtherance of the purposes of the Act, as amended.
It is therefore ordered, pursuant to Section 19(b)(2) of the
Act,\25\ that the proposed rule change (SR-PSE-93-12) is approved.
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\25\15 U.S.C. 78s(b)(2) (1988)
For the Commission, by the Division of Market Regulations,
pursuant to delegated authority.\26\
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\26\17 CFR 200.30-3(a)(12) (1993).
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Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 94-18575 Filed 7-29-94; 8:45am]
BILLING CODE 8010-01-M
