[Federal Register Volume 63, Number 178 (Tuesday, September 15, 1998)]
[Notices]
[Pages 49374-49375]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 98-24693]
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SECURITIES AND EXCHANGE COMMISSION
Issuer Delisting; Notice of Application To Withdraw From Listing
and Registration; (Siem Industries Inc. (Formerly, Norex Industries
Inc.), Common Shares, $0.25 Par Value) File No. 1-9352
September 9, 1998.
Siem Industries Inc. (``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 been listed for trading on the Amex since 1987 and
on the Oslo Stock Exchange (``OSE'') pursuant to a secondary listing
since May of 1997.
Immediately following the adjournment of the annual general meeting
of shareholders of the Company held in Oslo, Norway, on May 7, 1998,
the Company's Board of Directors convened a meeting. Pursuant to a
resolution proposed by the Board of Directors and approved by the
shareholders, the Board of Directors resolved that the Company
undertake the actions necessary to accomplish the withdrawal from
listing and registration of the Security on the Amex and make the OSE
its sole listing. The number of shares represented in person or by
proxy at the annual general meeting was 18,140,584 out of a total
19,524,624 Company shares issued and outstanding, or 92.9%. Of the
shares present, 17,949,850 shares voted in favor of the resolution to
delist, 143,534 voted against and 47,700 abstained.
The reasons for the application to delist from the Amex with a
resulting sole listing on the OSE include the high level of awareness
within the Norwegian markets concerning the Company and its activities
and the restrictions imposed on the Company's activities by the
Investment Company Act of 1940 (``1940 Act'').
In the past, the Company has made efforts to increase the number of
shareholders and volume of trading. Specific actions that were
undertaken include the opening of a secondary listing on the OSE in May
of 1997, and a 4-for-1 stock split in June of 1997. The OSE was
selected as a secondary listing because the Company's chairman, Mr.
Kristian Siem, has maintained a high degree of visibility in the
Norwegian market during the past several years as a consequence of his
chairmanships of several publicly-traded Norwegian companies. In
addition, the OSE is recognized for its concentration of listings which
operate in the shipping and offshore industries. The Company,
therefore, believes that the attention focused on these industry
sectors will benefit the Company since its major investments include an
offshore construction company, an offshore drilling contractor and a
cruise line.
A requirement that the Company had to satisfy during the process of
establishing the secondary listing on the OSE was that it have a
minimum of 50 shareholders with Norwegian residence or citizenship.
This requirement was satisfied when one of the Company's major
shareholders placed 200 shares each of the Security with other
shareholders. Shortly after receiving the listing, the Company made a
presentation to the European investment community outlining its
history, investments and activities with the belief that this increased
awareness would encourage institutions and individuals to participate
in a secondary offering by the major investor. However, at about this
same time, a combination of factors came into effect which limited the
success of the Company's initial efforts in the Norwegian stock market.
As a result, many of the Norwegian shareholders with whom shares had
recently been placed quickly sold their holdings into the American
market in order to capture the resulting gains. In addition, the
uncertainty surrounding how quickly and how high the market price of
the shares would continue to rise made the major shareholder unwilling
to place additional shares in the market unless it could receive a
price close to fair value on a per share basis. As a result, further
efforts to undertake a secondary offering to place additional shares in
the market were postponed.
A second reason for removing the lsiting from the Amex is that, for
the past several years, the Company has been subject to provisions of
the 1940 Act which prohibits the Company from conducting any public or
private offerings of equity or debt securities in the United States
unless it obtains an order from the Commission and registers as a
investment company. These provisions apply to the Company because its
assets are composed of greater than 40% investment securities as
defined under the 1940 Act and because it has more than 100 beneficial
owners who are U.S. citizens or residents. Consequently, since 1990,
the Company has been restricted to conducting private placements with
non-U.S. citizens or residents who thus received nonregistered, or
restricted, shares of the Company's Security. The owners of these
restricted shares were prevented from actively trading the shares on
any U.S. exchanges until the expiration of the holding periods for
nonregistered shares, in accordance with Rule 144 under the Securities
Act of 1933. As a consequence of being subject to the 1940 Act, the
Company incurs all of the costs, duties and responsibilities associated
with maintaining a U.S. listing, but cannot enjoy one of its primary
benefits which is access to the U.S. public markets for new funds.
The Company has complied with Rule 18 of the Amex by filing with
the Amex a certified copy of the resolutions adopted by the Board of
Directors of the Company on May 7, 1998, authorizing the withdrawal of
the Company's Security from listing and registration on the Amex and by
setting forth in detail to the Amex the reasons for such proposed
withdrawal and the facts in support thereof. The Amex has informed the
Company that it has no objection to the withdrawal of the Company's
Security from its listing on the Amex.
[[Page 49375]]
The Company's Security from the Amex shall have no effect upon the
continued listing on the OSE.
Any interested person may, on or before September 30, 1998, submit
by letter to the Secretary of the Securities and Exchange Commission,
450 Fifth Street, NW., Washington, DC 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.
For the Commission, by the Division of Market Regulation,
pursuant to delegated authority.
Jonathan G. Katz,
Secretary.
[FR Doc. 98-24693 Filed 9-14-98; 8:45 am]
BILLING CODE 8010-01-M
