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31558 Federal Register / Vol. 70, No.

104 / Wednesday, June 1, 2005 / Notices

For the Commission, by the Division of II. Discussion and Commission III. Conclusion
Market Regulation, pursuant to delegated Findings
authority.21 It is therefore ordered, pursuant to
Margaret H. McFarland, The Commission has reviewed the Section 19(b)(2) of the Act,8 that
proposed rule change, as amended, and proposed rule change (SR–NASD–2005–
Deputy Secretary.
finds that it is consistent with the 054), as amended, is approved on an
[FR Doc. E5–2752 Filed 5–31–05; 8:45 am] accelerated basis.
BILLING CODE 8010–01–P requirements of Section 15A of the Act,5
and the rules and regulations For the Commission, by the Division of
thereunder applicable to a national Market Regulation, pursuant to delegated
authority.9
SECURITIES AND EXCHANGE securities association.6 In particular, the
COMMISSION Jill M. Peterson,
Commission finds that the proposed
rule change is consistent with Sections Assistant Secretary.
[Release No. 34–51741; File No. SR–NASD– [FR Doc. E5–2767 Filed 5–31–05; 8:45 am]
15A(b)(2) and (6) of the Act,7 which
2005–054] BILLING CODE 8010–01–P
require, among other things, that Nasdaq
Self-Regulatory Organizations; be so organized and have the capacity
National Association of Securities to be able to carry out the purposes of
Dealers, Inc.; Order Granting the Act and to comply with and enforce DEPARTMENT OF TRANSPORTATION
Accelerated Approval of Proposed compliance with the provisions of the
Surface Transportation Board
Rule Change and Amendment No. 1 Act, and that Nasdaq’s rules be designed
Thereto Relating to Certain to prevent fraudulent and manipulative [STB Docket No. MC–F–21012] 1
Amendments to the Restated acts and practices, to promote just and
Certificate of Incorporation and the By- equitable principles of trade, and, in CUSA CSS, LLC d/b/a Crew Shuttle
Laws of The Nasdaq Stock Market, Inc general, to protect investors and the Services—Acquisition of Assets and
public interest. The Commission Business Operations—Crew Shuttle
May 25, 2005. Service, Inc.
believes that the proposed rule change
I. Introduction will serve the public interest by AGENCY: Surface Transportation Board,
On April 19, 2005, the National enhancing the accountability of board DOT.
Association of Securities Dealers members through more frequent ACTION: Notice tentatively approving
(‘‘NASD’’), through its subsidiary, The elections and thereby may help Nasdaq finance transaction.
Nasdaq Stock Market Inc. (‘‘Nasdaq’’), fulfill its obligations under the Act.
filed with the Securities and Exchange SUMMARY: CUSA CSS, LLC d/b/a Crew
The Commission finds good cause for
Commission (‘‘Commission’’ or ‘‘SEC’’) approving the proposed rule change Shuttle Services (CUSA CSS or
a proposed rule change, pursuant to prior to the thirtieth day after the date Applicant), a federally regulated motor
Section 19(b)(1) of the Securities carrier (MC–522544), has filed an
of publication of notice thereof in the
Exchange Act of 1934 (‘‘Act’’) 1 and Rule application under 49 U.S.C. 14303 to
Federal Register. In order for the
19b–4 thereunder,2 to make certain purchase the assets and business
amendments to the Certificate and the
amendments to the Nasdaq Restated operations of Crew Shuttle Service, Inc.
By-Laws to take effect as approved, (Crew or Seller). Persons wishing to
Certificate of Incorporation (the Nasdaq requested that the Commission
‘‘Certificate’’) and the Nasdaq By-Laws oppose this application must follow the
accelerate approval of the proposed rule rules at 49 CFR 1182.5 and 1182.8. The
(the ‘‘By-Laws’’) to phase out the current change on May 25, 2005, immediately
classified board structure and provide Board has tentatively approved the
after the filing of the amendment transaction, and, if no opposing
for the annual election of all members
indicating approval by Nasdaq’s comments are timely filed, this notice
of the Nasdaq Board of Directors (the
stockholders and the NASD Board. will be the final Board action.
‘‘Nasdaq Board’’). The proposed rule
Accelerating approval will allow for the DATES: Comments must be filed by July
change was published for comment in
timely filing, of the proposed changes 18, 2005. Applicant may file a reply by
the Federal Register on May 4, 2005.3
The Commission received no comments being made to the Certificate, with the August 1, 2005. If no comments are filed
on the proposal. On May 25, 2005, Secretary of State of the State of by July 18, 2005, this notice is effective
Nasdaq submitted Amendment No. 1 to Delaware. Furthermore, approval of the on that date.
the proposed rule change.4 This order proposed rule change on May 25, 2005
ADDRESSES: Send an original and 10
grants accelerated approval to the will avert the need for a second
copies of any comments referring to STB
proposed rule change, as amended. stockholder vote at a later meeting that Docket No. MC–F–21012 to: Surface
would entail additional expense and Transportation Board, 1925 K Street,
21 17 CFR 200.30–3(a)(12). delay while not conferring benefits from NW., Washington, DC 20423–0001. In
1 15 U.S.C. 78s(b)(1). a regulatory or corporate governance addition, send one copy of comments to
2 17 CFR 240.19b–4. standpoint. Accordingly, the Applicant’s representative: Stephen
3 See Securities Exchange Act Release No. 51626
Commission finds good cause, Flott, Flott & Co. PC, PO Box 17655,
(April 28, 2005), 70 FR 23286 (May 4, 2005). consistent with Sections 15A(b)(6) and
4 In Amendment No. 1, Nasdaq modified the text Arlington, VA 22216–7655.
of their proposed rule change to reflect NASD and
19(b) of the Exchange Act, to approve FOR FURTHER INFORMATION CONTACT:
stockholder approval of the proposed amendments the proposed rule change, as amended, Joseph H. Dettmar, (202) 565–1600.
to Nasdaq’s Certificate of Incorporation. on an accelerated basis.
Specifically, the Amendment stated that the Board
8 15 U.S.C. 78s(b)(2).
of Governors of the NASD (the ‘‘NASD Board’’)
5 15
U.S.C. 78o–3. 9 17
approved the proposed rule change on April 21, CFR 200.30–3(a)(12).
6 In approving the proposed rule change, the
2005, and that Nasdaq’s stockholders approved the 1 A request for interim approval under 49 U.S.C.

proposed rule change at the 2005 annual meeting Commission has considered its impact on 14303(i) was included in this filing (STB Docket
of stockholders which was held on May 25, 2005. efficiency, competition, and capital formation. 15 No. MC–F–21012 TA). Temporary approval was
Amendment No. 1 is a technical amendment and, U.S.C. 78c(f). granted by decision served on May 16, 2005, which
therefore, not subject to notice and comment. 7 15 U.S.C. 78o–3(b)(2) and (6). approval became effective on that date.

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