

[Federal Register: October 4, 2005 (Volume 70, Number 191)]
[Notices]               
[Page 57907-57908]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr04oc05-107]                         

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SECURITIES AND EXCHANGE COMMISSION

[File No. 1-10219]

 
Issuer Delisting; Notice of Application of Vulcan International 
Corporation To Withdraw Its Common Stock, No Par Value, From Listing 
and Registration on the American Stock Exchange LLC

September 27, 2005.
    On September 6, 2005, Vulcan International Corporation, 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 common stock, no par value 
(``Security''), from listing and registration on the American Stock 
Exchange LLC (``Amex'').
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    \1\ 15 U.S.C. 78l(d).
    \2\ 17 CFR 240.12d2-2(d).
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    On August 29, 2005, the Board of Directors (``Board'') of the 
Issuer approved resolutions to withdraw the Security from listing and 
registration on Amex. In making its decision to withdraw the Security 
from Amex, the Board stated the following reasons: (i) Various changes 
and circumstances have caused the Board to reevaluate the merits of 
maintaining the Security's Amex listing and registration under the Act; 
(ii) the Board of Directors determined that any beneficial effect on 
the Issuer being listed on Amex and registered under the Act are 
substantially outweighed by current and increasing burdens and costs 
attendant on such listing and registration; (iii) the average daily 
trading volume of shares on Amex during the entire year 2004 was 437.58 
shares and the average trading volume for the first six months of 2005 
was 392.67 shares; (iv) in the past 25 years, the number of outstanding 
shares of the Issuer has decreased from 1,713,990 to 983,707; (v) 
currently, the number of outstanding shares of the Issuer owned by 
persons or entities other than the Board of Directors or management of 
the Issuer is 471,245 shares; (vi) these burdens and costs of 
maintaining an Amex listing and registration under the Act, including 
the costs of management time, outside accounting and legal services 
have substantially increased; (vii) the burdens and costs are in 
addition to the opportunity costs to the Issuer of management time and 
effort that would be required to meet the internal control 
documentation and monitoring requirements of Section 404 of the 
Sarbanes-Oxley Act, as well as the substantial, additional, outside 
accounting and legal costs involved in same; (viii) various rules and 
regulations imposed on the Issuer resulting from its being listed and 
registered will adversely affect its relations with the outside 
certified public accounting firm which has been the sole certified 
public accounting firm utilized by the Issuer for over 80 years; and 
(ix) the Board of Directors anticipate that the Security will be quoted 
on the Pink Sheets, an electronic quotation service for over-the-
counter securities, following the deregistration and delisting from 
Amex, to the extent that market makers continue to demonstrate an 
interest in trading the Security.
    The Issuer stated that it has met the requirements of Amex's rules 
governing an issuer's voluntary withdrawal of a security from listing 
and registration by complying with all the applicable laws in effect in 
Delaware, the state in which it is incorporated.
    The Issuer's application relates solely to the 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\
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    \3\ 15 U.S.C. 78l(b).
    \4\ 15 U.S.C. 78l(g).
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    Any interested person may, on or before October 21, 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:

[[Page 57908]]

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 1-10219 or;

Paper Comments

     Send paper comments in triplicate to Jonathan G. Katz, 
Secretary, Securities and Exchange Commission, 100 F Street, NE., 
Washington, DC 20549-9303.
    All submissions should refer to File Number 1-10219. 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\
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    \5\ 17 CFR 200.30-3(a)(1).
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Jonathan G. Katz,
Secretary.
[FR Doc. 05-19804 Filed 10-3-05; 8:45 am]

BILLING CODE 8010-01-P
