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U.S. Securities and Exchange Commission


Issuer Delisting; Order Granting the Application of Pioneer Railcorp to Withdraw its Class A Common Stock, $.001 par value, from Listing and Registration on the Chicago Stock Exchange, Inc. File No. 1-12072

July 7, 2005

On May 18, 2005, Pioneer Railcorp, an Iowa 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, $.001 par value ("Security"), from listing and registration on the Chicago Stock Exchange, Inc. ("CHX" or "Exchange"). Notice of such application was published in the Federal Register on June 20, 2005.3 No comments were received. The Commission is granting the application as stated below.

The Board of Directors ("Board") of the Issuer approved a resolution on September 20, 2004 to withdraw the Security from listing and registration on CHX. The Issuer stated that the reasons for the Board's decision to withdraw the Security from CHX are: (1) the Issuer is in the process of attempting to go private and believes it will be successful in that endeavor; (2) upon completion of the going private transaction, the Issuer will no longer file periodic and other reports under the Act as required by the Exchange; and (3) the Security is currently quoted on the over-the-counter Pink Sheets and the Board believes the Pink Sheets will offer an adequate and efficient market for trading the Security. In addition, as a result of low trading volume, the Issuer no longer has a market maker for its Security on the Exchange and is traded in "Cabinet."

The Issuer stated in its application that it has complied with applicable rules of CHX, by providing CHX with the required documents governing the removal of securities from listing and registration on CHX. The Issuer's application relates solely to the withdrawal of the Security from listing on CHX and from registration under Section 12(b)4 of the Act, and shall not affect its obligation to be registered under Section 12(g)5 of the Act.

The Commission, having considered the facts stated in the application and having due regard for the public interest and protection of investors, orders that the application be, and it hereby is, granted, effective at the opening of business on July 8, 2005.

For the Commission, by the Division of Market Regulation, pursuant to delegated authority.6

Jonathan G. Katz



Modified: 07/13/2005