[Federal Register: March 15, 2005 (Volume 70, Number 49)]
[Notices]
[Page 12759]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr15mr05-156]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[File No. 1-04822]
Issuer Delisting; Notice of Application of Earl Scheib, Inc. To
Withdraw Its Capital Stock, $1.00 Par Value, From Listing and
Registration on the American Stock Exchange LLC
March 9, 2005.
On February 24, 2005, Earl Scheib, Inc., a Delaware corporation
(``Issuer''), filed an application with the Securities and Exchange
Commission (``Commission''), pursuant to Section 12(d) of the
Securities Exchange Act of 1934 (``Act'')\1\ and Rule 12d2-2(d)
thereunder,\2\ to withdraw its capital stock, $1.00 par value
(``Security''), from listing and registration on the American Stock
Exchange LLC (``Amex'').
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78l(d).
\2\ 17 CFR 240.12d2-2(d).
---------------------------------------------------------------------------
On February 23, 2005, the Board of Directors (``Board'') of the
Issuer unanimously approved resolutions to withdraw the Security from
listing on Amex. The Board stated that it determined it is in the best
interest of the Issuer and its stockholders to withdraw the Security
from Amex for the following reasons: (1) The Issuer has fewer than 300
record holders of the Security; (2) the Security trades in low volumes
and, as a result, listing of the Security on Amex does not provide
significant liquidity to stockholders; (3) the expense of maintaining
the listing of the Security on Amex, including the cost of complying
with the Act and the provision added by the Sarbanes-Oxley Act of 2002,
has had, and is expected in the future to have, a significant negative
effect on the Issuer's earnings; (4) the Issuer's management believes
the Issuer is the only publicly-traded chain operator of automotive
paint and body shops, and that the costs of maintaining its listing on
Amex and complying with the Act place the Issuer at a disadvantage with
competitors who do not bear these costs nor make the required
disclosures; (5) compliance with the Act and the listing rules of Amex
demands significant attention from the Issuer's management and the
Board, which attention would otherwise be devoted to developing the
Issuer's business and pursing strategic opportunities; and (6) the
Issuer has not sought financing in public capital markets in many
years, and the Issuer's management does not expect to do so for the
foreseeable future.
The Issuer stated in its application that it has met the
requirements of Amex Rule 18 by complying with all applicable laws in
Delaware, in which it is incorporated, and with Amex's rules governing
an issuer's voluntary withdrawal of a security from listing and
registration.
The Issuer's application relates solely to withdrawal of the
Security from listing on Amex and from registration under Section 12(b)
of the Act,\3\ and shall not affect its obligation to be registered
under Section 12(g) of the Act.\4\
---------------------------------------------------------------------------
\3\ 15 U.S.C. 78l(b).
\4\ 15 U.S.C. 78l(g).
---------------------------------------------------------------------------
Any interested person may, on or before April 4, 2005 comment on
the facts bearing upon whether the application has been made in
accordance with the rules of Amex, and what terms, if any, should be
imposed by the Commission for the protection of investors. All comment
letters may be submitted by either of the following methods:
Electronic Comments
Use the Commission's Internet comment form (http://www.sec.gov/rules/delist.shtml.
); or Send an e-mail to rule-comments@sec.gov. Please include
the File Number 1-04822 or;
Paper Comments
Send paper comments in triplicate to Jonathan G. Katz,
Secretary, Securities and Exchange Commission, 450 Fifth Street, NW.,
Washington, DC 20549-0609.
All submissions should refer to File Number 1-04822. This file number
should be included on the subject line if e-mail is used. To help us
process and review your comments more efficiently, please use only one
method. The Commission will post all comments on the Commission's
Internet Web site (http://www.sec.gov/rules/delist.shtml). Comments are
also available for public inspection and copying in the Commission's
Public Reference Room. All comments received will be posted without
change; we do not edit personal identifying information from
submissions. You should submit only information that you wish to make
available publicly.
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.\5\
---------------------------------------------------------------------------
\5\ 17 CFR 200.30-3(a)(1).
---------------------------------------------------------------------------
Jonathan G. Katz,
Secretary.
[FR Doc. E5-1116 Filed 3-14-05; 8:45 am]
BILLING CODE 8010-01-P