January 13, 2004
Mr. Jonathan G. Katz
Re: Rule-Making Petition 4-483
Dear Mr. Katz:
We are again writing to express our strong support for the "Request for Rulemaking under Section 12(g)(5) of the Securities Exchange Act of 1934 concerning securities held in 'Street Name'" (Rule-Making Petition 4-483). In addition, we respectfully ask the Commission to expedite the process of changing the current rule. Unfortunately, as the Commission goes through the process of considering the rule change, more companies continue to exploit the current loophole.
Today, for example, another of our companies, American Stock Exchange-listed Michael Anthony Jewelers, announced its intention to deregister its securities. As is typical of deregistering companies, Michael Anthony management claims that the reason for deregistering is to free themselves from the requirements of the Sarbanes-Oxley and Security Acts. In this case, the damage to shareholders was inflicted quickly as the stock has plunged over 40% on the news. Shareholders with the confidence that they owned a security of a listed company traded on a respected exchange have been shocked to learn that they now own shares in what has essentially become a private company. They have lost all their liquidity and the protection of the Securities Laws.
Investors buy securities with the explicit expectation that they will be provided protection by the Federal Securities Laws. Allowing companies to simply choose not to comply with the law by taking advantage of a technicality is certainly not the intent of the legislation. We urge the Commission to move quickly to change the rule.