[Federal Register Volume 61, Number 19 (Monday, January 29, 1996)]
[Notices]
[Pages 2860-2861]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-1477]
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SECURITIES AND EXCHANGE COMMISSION
[Rel. No. IC-21693; File No. 811-2155]
Select Capital Growth Fund, Inc.
January 22, 1996.
AGENCY: U.S. Securities and Exchange Commission (``SEC'').
ACTION: Notice of application for an order under the Investment Company
Act of 1940 (the ``1940 Act'').
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APPLICANT: Select Capital Growth Fund, Inc. (``Select Capital'').
RELEVANT 1940 ACT SECTION: Order requested under Section 8(f) of the
1940 Act.
SUMMARY OF APPLICATION: Application seeks an order declaring that it
has ceased to be an investment company.
FILING DATE: The application was filed on September 19, 1995.
HEARING OR NOTIFICATION OF HEARING: An order granting the application
will be issued unless the SEC orders a hearing. Interested persons may
request a hearing by writing to the Secretary of the SEC and serving
Applicant with a copy of the request, personally or by mail. Hearing
requests should be received by the SEC by 5:30 p.m. on February 16,
1996, and should be accompanied by proof of service on Applicant in the
form of an affidavit or, for lawyers, a certificate of service. Hearing
requests should state the nature of the writer's interest, the reason
for the request, and the issues contested. Persons who wish to be
notified of a hearing may request notification by writing to the
Secretary of the SEC.
ADDRESSES: Secretary, SEC, 450 Fifth Street, NW., Washington, DC 20549;
Applicant, 20 Washington Avenue South, Minneapolis, Minnesota 55401.
FOR FURTHER INFORMATION CONTACT: Joseph G. Mari, Senior Special
Counsel, or Patrice M. Pitts, Special Counsel, Division of Investment
Management (Office of Insurance Products), at (202) 942-0670.
SUPPLEMENTARY INFORMATION: Following is a summary of the application.
The complete application is available for a fee from the Pubic
Reference Branch of the SEC.
Applicant's Representations
1. Select Capital is organized as a Minnesota corporation, and is
registered under the 1940 Act as an open-end diversified management
investment company. On December 28, 1970,\1\ Applicant filed a
registration statement under Section 8(b) of the 1940 Act, and a
registration statement on Form S-5 under the Securities Act of 1933
registering an unlimited number of shares of common stock, having no
designated par value (File No. 2-39128). The Form S-5 registration
statement became effective on August 13, 1971, and the initial public
offering commenced on August 16, 1971.
\1\ This date is derived from the SEC's computerized data
retrieval system.
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2. Applicant's only security holders were Northwestern National
Life Insurance Company (``NWNL'') and sub-accounts of NWNL Select
Variable Account and Select*Life Variable Account (the ``Variable
Accounts'').
3. On November 1, 1994, Applicant's board of directors unanimously
(i) approved the substitution of shares of the Growth Portfolio of the
Variable Insurance Products Fund (the ``Fidelity Growth Portfolio'')
for shares of Applicant held by the Variable
[[Page 2861]]
Accounts (the ``Substitution''), and (ii) resolved that, contingent on
shareholder approval of the Substitution and receipt of approval of the
Substitution by the SEC, Applicant be liquidated and dissolved pursuant
to Minnesota law. On December 21, 1994, the beneficial owners of the
shares of common stock of Applicant approved the Substitution. On
December 21, 1994, NWNL approved a plan of liquidation and dissolution
(the ``Plan'') for Applicant.
4. On May 1, 1995, pursuant to an SEC staff no-action position
letter, dated April 10, 1995 (Ref. No. IP-1-95), shares of Applicant
held by the Variable Accounts where redeemed by NWNL, leaving NWNL as
the sole security holder of Applicant. The proceeds of that redemption
were used to purchase shares of the Growth Portfolio. On May 23, 1995,
NWNL, as the sole security holder of Applicant, approved a proposal to
liquidate and dissolve Applicant pursuant to the Plan. Applicant
completed its liquidation and distributed its remaining assets ($100)
to NWNL on May 24, 1995.
5. Applicant has no assets or security holders. Applicant is not a
party to any litigation or administrative proceeding and is not now
engaged, nor does it intend to engage, in any business activities other
than those necessary for the winding-up of its affairs.
6. Applicant has not, within the past 18 months, transferred any of
its assets to a separate trust, the beneficiaries of which were or are
security holders Applicant.
7. The only outstanding debts Applicant, for which Applicant has
not received final invoices, are approximately $15,000 in 1994 audit
fees and fees for tax preparation services. Northstar Investment
Management Corporation (``Northstar''), Applicant's investment adviser,
has agreed to pay these fees on behalf of Applicant, pursuant to the
reimbursement arrangement contained in the investment advisory
agreement between Applicant and Northstar.
8. The only expenses associated with the liquidation of Applicant
are brokerage commissions, legal and fund accounting services fees, and
certain filing fees. These fees are expected to aggregate approximately
$10,000, $2,500, and $70, respectively. NWNL and Northstar will pay all
such expenses.
9. Applicant represents that it will continue to file all reports
required by Rules 30a-1 and 30b-1 under the 1940 Act until the
requested order is granted.
10. Applicant intends to file Articles of Dissolution with the
State of Minnesota to terminate its existence as a Minnesota
corporation.
For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 96-1477 Filed 1-26-96; 8:45 am]
BILLING CODE 8010-01-M
