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Federal Acquisition Regulation; Submission for OMB Review; Make-or-Buy Program

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Start Preamble August 1, 2001.

Dia Met Minerals Ltd., a British Columbia, Canada Corporation (“Issuer”), has 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 Subordinate Voting Shares, without par value and Class B Multiple Voting Shares (“Securities”), from listing and registration on the American Stock Exchange LLC (“Amex”).

The Issuer stated in its application that it has met the requirements of Amex Rule 18 by complying with all applicable laws in effect in the province of British Columbia, Canada, in which it is organized, and with the Amex's rules governing an issuer's voluntary withdrawal of a security from listing and registration.

In making the decision to withdraw the Securities from listing and registration on the Amex, the Issuer considered the cost associated with continued Amex listing and registration and decided that it is in the best interest of the shareholders to terminate its listing on the Amex. In addition, the Issuer represents that it has recently Start Printed Page 41632been subject to a tender offer by Tortilla Acquisition Inc., an indirect wholly owned subsidiary of BHP Limited (“BHP”) that resulted in the Securities being held of record by less than one hundred (100) persons resident in the United States. BHP currently holds over 90% of the outstanding Class B Shares, and the Issuer expects that upon completion of a statutory acquisition procedure under Canadian law, BHP will acquire the remaining Class A Shares not tendered in the tender offer. BHP will be the sole holder of the Class A Shares. BHP currently holds nearly 90% of the Class B Shares as a result of the tender offer, so that the public float of the Class B Shares has been significantly reduced. The Issuer also has determined that it presently does not intend to engage in future capital raising activities in the United States.

The Issuer's application relates solely to the Securities' withdrawal from listing and registration on the Amex and shall not affect its obligation to be registered under Section 12(g) the Act.[3] The Issuer states that the Issuer's Class B Shares will continue to be listed on the Toronto Stock Exchange. The Issuer represents that shareholders who are United States residents would still have access to an active trading market and would be able to obtain information about the Issuer though access to filings made under Canadian securities laws.

Any interested person may, on or before August 23, 2001 submit by letter to the Secretary of the Securities and Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549-0609, facts bearing upon whether the application has been made in accordance with the rules of the Amex 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.

Start Signature

For the Commission, by the Division of Market Regulation, pursuant to delegated authority.[4]

Jonathan G. Katz,


End Signature End Preamble


[FR Doc. 01-19830 Filed 8-7-01; 8:45 am]