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Issuer Delisting; Notice of Application for Withdrawal From Listing and Registration on the American Stock Exchange LLC (the Rottlund Company, Inc., Common Stock, Par Value $.10 Per Share)

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Start Preamble March 8, 2002.

The Rottlund Company, Inc., a Minnesota 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 Common Stock, par value, $.10 per share (“Security”), from listing and registration on the American Stock Exchange LLC (“Amex” or “Exchange”).

On March 5, 2002, the Board of Directors of the Issuer (“Board”) approved a resolution to withdraw the Issuer's Security from the Amex. On January 24, 2002, the Issuer commenced a tender offer to purchase any and all of the outstanding shares of its Security, pursuant to the terms and conditions set forth in the Issuer's Tender Offer Statement filed with the Commission (the “Offer”). The Offer expired on March 6, 2002 and, as a result, the Issuer no longer meets Amex's required maintenance standards concerning the number of registered shareholders of the Security. In addition, the Issuer also cites the following reasons for withdrawal of its Security from the Amex; (i) the Security has had historically low trading prices and trading volume; (ii) the costs of remaining a publicly-traded company are significant; (iii) the Issuer has not been able to realize the benefits associated with being a publicly-traded company; and (iv) as a result of the merger, the Issuer will no longer have any public shareholders. Consequently, the Issuer has not made alternative arrangements for the trading of the Security following its delisting from the 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 state of Minnesota, in which it is incorporated, and with the Amex's rules governing an issuer's voluntary withdrawal of a security from listing and registration. The Issuer's application relates solely to the Security's withdrawal from listing and 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]

Any interested person may, on or before March 29, 2002 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.

For the Commission, by the Division of Market Regulation, pursuant to delegated authority.[5]

Start Signature

Jonathan G. Katz,


End Signature End Preamble


[FR Doc. 02-6163 Filed 3-13-02; 8:45 am]