[Federal Register Volume 79, Number 211 (Friday, October 31, 2014)]
[Notices]
[Page 64842]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2014-25876]
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SECURITIES AND EXCHANGE COMMISSION
Proposed Collection; Comment Request
Upon Written Request, Copies Available From: Securities and Exchange
Commission, Office of FOIA Services, 100 F Street NE., Washington, DC
20549-2736.
Extension: Rule 12d2-2 and Form 25;
SEC File No. 270-86, OMB Control No. 3235-0080.
Notice is hereby given that pursuant to the Paperwork Reduction Act
of 1995 (44 U.S.C. 3501 et seq.), the Securities and Exchange
Commission (``Commission'') is soliciting comments on the collections
of information summarized below. The Commission plans to submit these
existing collections of information to the Office of Management and
Budget for extension and approval for Rule 12d2-2 (17 CFR 240.12d2-2)
and Form 25 (17 CFR 249.25) Removal and Notification of Removal from
Listing and/or Registration.
On February 12, 1935, the Commission adopted Rule 12d2-2,\1\ and
Form 25 under the Securities Exchange Act of 1934 (15 U.S.C. 78b et
seq.) (``Act''), to establish the conditions and procedures under which
a security may be delisted from an exchange and withdrawn from
registration under Section 12(b) of the Act.\2\ The Commission adopted
amendments to Rule 12d2-2 and Form 25 in 2005.\3\ Under the amended
Rule 12d2-2, all issuers and national securities exchanges seeking to
delist and deregister a security in accordance with the rules of an
exchange must file the adopted version of Form 25 with the Commission.
The Commission also adopted amendments to Rule 19d-1 under the Act to
require exchanges to file the adopted version of Form 25 as notice to
the Commission under Section 19(d) of the Act. Finally, the Commission
adopted amendments to exempt standardized options and security futures
products from Section 12(d) of the Act. These amendments are intended
to simplify the paperwork and procedure associated with a delisting and
to unify general rules and procedures relating to the delisting
process.
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\1\ See Securities Exchange Act Release No. 98 (February 12,
1935).
\2\ See Securities Exchange Act Release No. 7011 (February 5,
1963), 28 FR 1506 (February 16, 1963).
\3\ See Securities Exchange Act Release No. 52029 (July 14,
2005), 70 FR 42456 (July 22, 2005).
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The Form 25 is useful because it informs the Commission that a
security previously traded on an exchange is no longer traded. In
addition, the Form 25 enables the Commission to verify that the
delisting and/or deregistration has occurred in accordance with the
rules of the exchange. Further, the Form 25 helps to focus the
attention of delisting issuers to make sure that they abide by the
proper procedural and notice requirements associated with a delisting
and/or a deregistration. Without Rule 12d2-2 and the Form 25, as
applicable, the Commission would be unable to fulfill its statutory
responsibilities.
There are 18 national securities exchanges that could possibly be
respondents complying with the requirements of the Rule and Form 25.\4\
The burden of complying with Rule 12d2-2 and Form 25 is not evenly
distributed among the exchanges, however, since there are many more
securities listed on the New York Stock Exchange, the NASDAQ Stock
Market, and NYSEMKT than on the other exchanges. However, for purposes
of this filing, the Commission staff has assumed that the number of
responses is evenly divided among the exchanges. Since approximately
690 responses under Rule 12d2-2 and Form 25 for the purpose of
delisting and/or deregistration of equity securities are received
annually by the Commission from the national securities exchanges, the
resultant aggregate annual reporting hour burden would be, assuming on
average one hour per response, 690 annual burden hours for all
exchanges (18 exchanges x an average of 38.3 responses per exchange x 1
hour per response). In addition, since approximately 100 responses are
received by the Commission annually from issuers wishing to remove
their securities from listing and registration on exchanges, the
Commission staff estimates that the aggregate annual reporting hour
burden on issuers would be, assuming on average one reporting hour per
response, 100 annual burden hours for all issuers (100 issuers x 1
response per issuer x 1 hour per response). Accordingly, the total
annual hour burden for all respondents to comply with Rule 12d2-2 is
790 hours (690 hours for exchanges + 100 hours for issuers). The
related internal labor costs associated with these burden hours are
$42,797.50 total ($36,397.50 for exchanges ($52.75 per response x 690
responses) and $6,400 for issuers ($64 per response x 100 responses)).
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\4\ The staff notes that a few of these 18 registered national
securities exchanges only have rules to permit the listing of
standardized options, which are exempt from Rule 12d2-2 under the
Act. Nevertheless, we have counted national securities exchanges
that can only list options as potential respondents because these
exchanges could potentially adopt new rules, subject to Commission
approval under Section 19(b) of the Act, to list and trade equity
and other securities that have to comply with Rule 12d2-2 under the
Act. Notice registrants that are registered as national securities
exchanges solely for the purposes of trading securities futures
products have not been counted since, as noted above, securities
futures products are exempt from complying with Rule 12d-2-2 under
the Act and therefore do not have to file Form 25.
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Written comments are invited on: (a) Whether the proposed
collection of information is necessary for the proper performance of
the functions of the Commission, including whether the information
shall have practical utility; (b) the accuracy of the Commission's
estimates of the burden of the proposed collection of information; (c)
ways to enhance the quality, utility, and clarity of the information
collected; and (d) ways to minimize the burden of the collection of
information on respondents, including through the use of automated
collection techniques or other forms of information technology.
Consideration will be given to comments and suggestions submitted in
writing within 60 days of this publication.
An agency may not conduct or sponsor, and a person is not required
to respond to, a collection of information under the PRA unless it
displays a currently valid OMB control number.
Please direct your written comments to: Thomas Bayer, Director/
Chief Information Officer, Securities and Exchange Commission, c/o Remi
Pavlik-Simon, 100 F Street NE., Washington, DC 20549, or send an email
to: [email protected].
Dated: October 27, 2014.
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2014-25876 Filed 10-30-14; 8:45 am]
BILLING CODE 8011-01-P