The Ziegler Companies, Inc., a Wisconsin 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”) and Rule 12d2-2(d) thereunder, to withdraw its Common Stock, $1.00 par value (“Security”), from listing and registration on the American Stock Exchange LLC (“Amex” or “Exchange”).
The Board of Directors (“Board”) of the Issuer unanimously approved a resolution on October 28, 2003 to withdraw the Issuer's Security from listing on the Amex. The Board of the Issuer states that the reasons it is taking such action is as follows: (i) The continuing costs to the Issuer of complying with the Exchange Act and other obligations placed upon the Issuer the Exchange; (ii) the significant new costs that the Issuer would be obligated to incur to comply with certain of the recently-enacted provisions of the Exchange Act, including the Sarbanes-Oxley Act of 2002, and the resulting negative effect on the Issuer's profitability; (iii) the Issuer does not seem to be enjoying the benefits of being listed on the Exchange and being a reporting company under the Exchange Act, which include access to capital, potentially higher valuations through analyst coverage and institutional investor interest, ability to use equity as currency for acquisitions and a liquid trading market, all of which perceived benefits have either been not available to the Issuer or only of limited availability or utility; (iv) the availability of an alternative to the Exchange in the form of the Pink Sheets quotation service; (v) the availability of an alternative to Exchange specialists in the form of market makers to facilitate an orderly market for the Issuer's shares; and (vi) the ability of the Issuer, subject to the availability of adequate resources and the Board continuing to believe that such programs are in or not opposed to the best interest of shareholders, to continue its share buy-back program and its dividend.
The Issuer stated in its application that it has met the requirements of Amex Rule 18 by complying with all applicable laws in the State of Wisconsin, 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 withdrawal of the Securities from listing on the Amex and from registration under Section 12(b) of the Act  shall not affect its obligation to be registered under Section 12(g) of the Act.
Any interested person may, on or before December 8, 2003, 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 Start Printed Page 65323mentioned 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.
Jonathan G. Katz,
[FR Doc. 03-28890 Filed 11-18-03; 8:45 am]
BILLING CODE 8010-01-P