[NASDAQ/AMEX LOGO]
David A. Donohoe, Jr.
Senior Counsel
SENT VIA FACSIMILE AND FEDERAL EXPRESS
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March 16, 1999
Benjamin M. Vandegrift, Esq.
Pillsbury, Madison & Sutro, L.L.P.
110 New York Avenue, N.W.
Ninth Floor East Tower
Washington, DC 2005-3918
Re: JMC Group, Inc. (Symbol: JMCG)
Nasdaq Listing Qualifications Panel
Decision NQ2717N-98
Dear Mr. Vandegrift:
This is to inform you that, pursuant to the February 19, 1999
oral hearing before a Nasdaq Listing Qualifications Panel (the
"Panel"), a determination has been made in the matter of JMC
Group, Inc. (the "Company") and its request for continued
inclusion on the Nasdaq National Market pursuant to an exception
to the bid price and market value of public float requirements,
as set forth in Nasdaq Marketplace Rules 4450(a)(5) and
4450(a)(2), respectively.
The Panel relied upon the following information in reaching its
determination. The Company sells annuities, insurance products
and mutual funds through relationships with banks, saving and
loans and thrifts. The Form 10-Q for the quarter ended September
30, 1998 reported total assets of $6,686,166, net tangible assets
of $6,419,481 and nine month net income of $220,770. 1 The
Company reported 6,616,451 total shares outstanding and 5,138,177
shares in the public float. The closing bid price of the Company's
common stock on March 15, 1999 was $0.875 per share;
consequently, the market capitalization and market value of
public float were $5,850,395 and $4,495,905, respectively.
The Company plans to execute a 1 for 2 reverse stock split on or
before May 4, 1999. It filed its Preliminary Proxy Statement
with the Securities and Exchange Commission on March 8, 1999 and
has scheduled a Special Meeting of the Shareholders for May 3, 1999
to approve the reverse stock split.
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1 The Forms 10-K for the fiscal years ended December 31, 1997, 1996 and
1995 reported net income (loss) of $(257,292), $(502,919) and $1,741,124,
respectively.
The Nasdaq-Amex Market Group, an NASD Company
9801 Washingtonian Blvd 5th Floor, Gaithersburg, MD 20878 202-496-2529
Fax 202-496-2688
The Company was formerly a large financial services firm that has
substantially downsized and now desires to grow itself again.
It deals predominantly in fixed and variable annuities, although
it also owns a sales management tracking system that remains a
marketable product. The Company represented that it has a book
value of approximately $6,100,000, with zero debt and
insignificant liabilities. The Company stated that it has built
a highly structured and regimented business that is focused on
sustaining and enhancing profitability. In addition, the Company
is in the preliminary stages of considering a number of merger or
acquisition possibilities.
The Panel noted that the Company does not currently satisfy the
$1.00 per share minimum bid price requirement or the $5,000,000
minimum market value of public float requirement of Maintenance
Standard 1. Based on the foregoing, the Panel lacked confidence
in the Company's ability to achieve compliance with all criteria
necessary for continued listing on the Nasdaq National Market
within a reasonable period of time and to sustain compliance over
the long term. However, the Panel was of the opinion that the
Company currently satisfies all requirements for continued
listing on The Nasdaq SmallCap Market with the exception of the
minimum bid price requirement. Accordingly, the Panel determined
to move the listing of the Company's securities to The Nasdaq
SmallCap Market, effective with the opening of business March 18, 1999,
pursuant to the following exception. On or before May 7, 1999,
the Company must demonstrate a closing bid price of at least $1.00
per share; thereafter, the Company's closing bid price must meet or
exceed $1.00 per share for a minimum of ten consecutive trading days. 2 In
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order to fully comply with the terms of this exception, the
Company must be able to demonstrate compliance with all continued
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listing requirements for The Nasdaq SmallCap Market. In the
event the Company fails to satisfy the terms of this exception,
the Company's securities will be delisted form the Nasdaq Stock
Market.
All companies operating under exceptions are required to issue a
press release (see sample attached) announcing the conditional
listing on The Nasdaq SmallCap Market and are identified by a
fifth character "C" appended to the Company's trading symbol.
Accordingly, effective March 18, 1999, the trading symbol of the
Company's securities will be changed from JMCG to JMCGC. The "C"
will be removed from the symbol when the Panel has confirmed
compliance with the terms of the exception and all other criteria
necessary for continued listing.
It is a requirement during the exception period that the Company
must provide prompt notification of any significant events which
occur during this time. Should there be a material change in the
Company's financial or operational character, the Panel reserves
the right to reconsider the terms of this exception. In
addition, any compliance document will be subject to review by
the Panel, which may at its discretion request additional
information before approving the Company's compliance.
The Company is directed to immediately contact Rini Shokkos at
(202) 496-2616. The Company's continued listing on The Nasdaq
SmallCap Market is contingent upon its successful completion of
an application and review process. This process will require the
Company to file an application for new listing on The Nasdaq
SmallCap Market, to demonstrate compliance with all
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2 The Panel reserves the right to monitor the bid price for a
period in excess of ten consecutive trading days prior to
determining that the Company has complied with the terms of this
exception.
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applicable maintenance criteria, and to pay all new listing fees
by MARCH 26, 1999. In the event the Company fails to comply
with any of the provisions of this decision, the Company's
securities will be immediately delisted from The Nasdaq Stock
Market.
The Company should be aware that the Nasdaq Listing and Hearing
Review Council ("Review Council") may, on its own motion,
determine to review any Panel decision within 45 calendar days
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after issuance of the written decision. If the Review Council
determines to review this decision it may affirm, modify,
reverse, dismiss, or remand the decision to the Panel. The
Company will be notified immediately in the event the Review
Council determines that this matter will be called for review.
The Company may also request that the Review Council review this
decision. The request for review must be made in writing and
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received within 15 days from the date of this decision. Requests
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for review must be sent to: Sara Nelson Bloom, Office of General
Counsel, The Nasdaq Stock Market, 1801 K Street, N.W.,
Washington, DC 20006, (202) 728-8478 and facsimile (202) 728-
8321. Please be advised that the institution of a review,
whether by way of your request, or on the initiative of the
Review Council, will not operate as a stay of this decision.
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If you have any questions, please do not hesitate to contact me
at (202) 496-2529.
Sincerely,
/s/ David A. Donohoe, Jr.
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David A. Donohoe, Jr.
Senior Counsel
Listing Qualifications Hearings
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