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COMMISSION FILE NO. ______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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APPLICATION FOR WITHDRAWAL FROM LISTING OF SECURITIES
PURSUANT TO SECTION 12(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
THE MARQUEE GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 13-38782985
(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
888 SEVENTH AVENUE - 40TH FLOOR NYC NY 10019
(Address of principal executive offices) (Zip code)
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SECURITIES TO BE WITHDRAWN PURSUANT TO SECTION 12(d) OF THE ACT:
Name of Each Exchange
Title of Each Class on Which Each Class is to
to be so Withdrawn be Withdrawn
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Common Stock par value $.01 Boston Stock Exchange
Warrants Boston Stock Exchange
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The $.01 par value common stock (the "Common Stock"), and the
warrants (the "Warrants") of the Registrant have been listed for trading on the
Boston Stock Exchange and, pursuant to a Registration Statement on Form 8-A
which became effective on March 11, 1997 on the American Stock Exchange.
Trading in the Registrant's Common Stock on the American Stock Exchange
commenced at the opening of business on September 11, 1997 and concurrently
therewith such securities were suspended from trading on the Boston Stock
Exchange.
The Registrant has complied with the rules of the Boston
Stock Exchang by filing with such Exchange a certified copy of resolutions
adopted by the Registrant's Board of Directors authorizing the withdrawal of
its Common Stock and Warrants from listing on the Boston Stock Exchange and by
setting forth in detail to such Exchange the reasons for such proposed
withdrawal, and the facts in support thereof. In making the decision to
withdraw its Common Stock and Warrants from listing on the Boston Stock
Exchange, the Registrant considered the direct and indirect costs and expenses
attendant on maintaining the dual listing of its Common Stock and Warrants on
the Boston Stock Exchange and the American Stock Exchange. The Registrant does
not see any particular advantage in the dual trading of its securities and
believes that dual listing would fragment the market for its securities. A
certified copy of the resolutions adopted by Registrant's Board of Directors in
connection with the withdrawal from listing of Registrant's Common Stock and
Warrants on the Boston Stock Exchange is set forth as Exhibit A to this
application.
The Boston Stock Exchange has informed the Registrant that it
has no objection to the withdrawal of the Registrant's Common Stock and
Warrants from listing on the Boston Stock Exchange. A copy of the letter of the
Boston Stock Exchange to that effect is set forth as Exhibit B to this
application.
This Application relates solely to the withdrawal from
listing of the Registrant's Common Stock and Warrants from the Boston Stock
Exchange and shall have no effect upon the continued listing of such Common
Stock on the American Stock Exchange.
By reason of Section 12(b) of the Securities Exchange Act of
1934 and the rules and regulations of the Securities and Exchange Commission
thereunder, the Registrant shall continue to be obligated to file reports under
Section 13 of the Act with the Securities and Exchange Commission and the
American Stock Exchange.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this Application to be
signed on its behalf by the undersigned thereunto duly authorized.
Dated: January 15, 1998
By: /s/ Jan Chason
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Jan Chason
Chief Financial Officer
and Treasurer
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EXHIBIT A
THE MARQUEE GROUP, INC.
OFFICER'S CERTIFICATE
I, Jan Chason, the duley elected and qualified Chief Financial Officer
and Treasurer of The Marquee Group, Inc., a Delaware corporation (the
"Company") do hereby certify that the following are true, correct and complete
copies of the resolutions duly adopted by the Boad of Directors of the Company
which consitute all the resolutions of the Company relating to the withdrawal
of the Company's common stock and warrants from listing on the Boston Stock
Exchange and all such resolutions are in full force and effect on the date
hereof and have not been amended, modified or rescinded:
WHEREAS, the Board of Directors of The Marquee Group, Inc. has
determined that it is in the best interest of the Company to list its
securities on the American Stock Exchange and to withdraw its Common Stock, par
value $0.01 per share (the "Common Stock"), and warrants (the "Warrants") from
listing on the Boston Stock Exchange.
NOW THEREFORE BE IT RESOLVED, that the proper officers of the Company
be and hereby are authorized, empowered and directed, in the name and on behalf
of the Company, to take any actions necessary to effectuate the withdrawal of
the Common Stock and Warrants from listing on the Boston Stock Exchange and all
such acts of such officers, whether heretofore or hereafter done or performed,
which are in accordance with the purposes and intent of this resolution, are
hereby adopted, ratified, confirmed
IN WITNESS WHEREOF, I have duly executed this certificate and as of
January 15, 1998.
/s/ Jan E. Chason
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Jan E. Chason
Chief Financial Officer and
Treasurer
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EXHIBIT B
Boston Stock Exchange
January 13, 1998
Mr. Scott Montell
Baker & McKenzie
1200 Smith Street, Suite 1200
Houston, Texas 77002 Via Fax (713) 427-5099
RE: Marquee Group, Inc. (the "Company")
Dear Mr. Montell:
The Boston Stock Exchange does not raise any objection to the
withdrawal of the Company's Common Stock and Warrants from listing on our
Exchange as filed with the Securities and Exchange Commission.
Sincerely,
/s/ Bruce G. Goodhue
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Bruce G. Goodhue
Listings Administrator
