

[Federal Register: November 21, 2005 (Volume 70, Number 223)]
[Notices]               
[Page 70109]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr21no05-89]                         

=======================================================================
-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

 
Issuer Delisting; Notice of Application of McRae Industries, Inc. 
To Withdraw Its Class A Common Stock, $1.00 Par Value and Class B 
Common Stock, $1.00 Par Value, From Listing and Registration on the 
American Stock Exchange LLC File No. 1-08578

November 15, 2005.
    On November 7, 2005, McRae Industries, 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 class A common stock $1.00 par value, 
and B common stock, $1.00 par value, (collectively ``Securities''), 
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 September 22, 2005, the Board of Directors (``Board'') of the 
Issuer unaminously approved resolutions to withdraw the Securities from 
listing and registration on Amex. The Issuer stated the following 
reasons, factored into the Board's decision to withdraw the Securities 
from Amex: (1) The Board has previously adopted resolutions approving a 
reverse/forward stock split of the Securities for the purpose of 
permitting the Issuer to deregister the Securities under the Act (``the 
transaction'') and calling a special meeting of stockholders for the 
purpose of obtaining stockholder approval of the transaction; (2) one 
of the primary purposes of the transaction is to realize cost savings 
as a result of no longer having to prepare and file periodic reports 
with the Commission, and so long as the Securities are listed on Amex, 
the Issuer will need to continue to prepare and file periodic reports 
with the Commission; (3) the Board believes that the Issuer's 
stockholders will approve the transaction and following the 
implementation of the transaction, the Securities would become 
ineligible for listing on Amex; (4) the Issuer could incur a fee of up 
to $5,000 from Amex for implementing the transaction while the 
Securities are still listed on Amex whereas no fee would result from 
implementing the transaction after delisting the Securities from Amex; 
(5) to ensure that as a result of implementing the transaction, the 
Issuer avoids the expense that would be incurred in preparing a Form 
10-Q for the Issuer's first quarter of fiscal year 2006, it is 
necessary for the Issuer to submit to the Commission an application to 
withdraw the Securities from listing on Amex in advance of the special 
meeting; (6) as a result of filing an application to withdraw the 
Securities from listing on Amex prior to the special meeting, the 
Securities may be delisted from Amex even if the transaction is not 
implemented and even if the Issuer's stockholders do not approve the 
transaction, but in such case the Securities would still be registered 
under the Act, the Issuer would still be required to file periodic 
reports with the Commission, and the Securities would be eligible to be 
quoted on an inter-dealer quotation system such as the Nasdaq SmallCap 
Market or the OCT Bulletin Board; (7) the Issuer estimates the 
potential cost savings from delisting from Amex to be in the range of 
$15,000 annually; and (8) the Securities are currently quoted on the 
Pink Sheets, and following delisting from Amex, stockholders would 
continue to be able to trade their shares in the over-the-counter 
markets or private transactions.
    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, and by providing Amex 
with the required documents for withdrawal from Amex.
    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\
---------------------------------------------------------------------------

    \3\ 15 U.S.C. 78l(b).
    \4\ 15 U.S.C. 78l(g).
---------------------------------------------------------------------------

    Any interested person may, on or before December 12, 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 1-08578 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 1-08578. 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\
Jonathan G. Katz,
Secretary.
---------------------------------------------------------------------------

    \5\ 17 CFR 200.30-3(a)(1).
---------------------------------------------------------------------------

[FR Doc. E5-6397 Filed 11-18-05; 8:45 am]

BILLING CODE 8010-01-P
