[Federal Register Volume 59, Number 210 (Tuesday, November 1, 1994)]
[Unknown Section]
[Page 0]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 94-26963]
[[Page Unknown]]
[Federal Register: November 1, 1994]
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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 20655; 811-3243]
Equity Strategies Fund, Inc.; Notice of Application
October 25, 1994.
AGENCY: Securities and Exchange Commission (the ``SEC'' or the
``Commission'').
ACTION: Notice of Application for Deregistration under the Investment
Company Act of 1940 (the ``Act'').
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APPLICANT: Equity Strategies Fund, Inc.
RELEVANT ACT SECTION: Order requested under section 8(f).
SUMMARY OF APPLICATION: Applicant seeks an order declaring that it has
ceased to be an investment company.
FILING DATE: The application was filed on April 28, 1994, and amended
on August 3, 1994, and October 3, 1994.
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 SEC's Secretary 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 November 21,
1994, and should be accompanied by proof of service on the 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 may request
notification of a hearing by writing to the SEC's Secretary.
ADDRESSES: Secretary, SEC, 450 Fifth Street, N.W., Washington, D.C.
20549. Applicant, 767 Third Avenue, New York, New York 10017.
FOR FURTHER INFORMATION CONTACT: Diane L. Titus, Paralegal Specialist,
at (202) 942-0584, or Barry D. Miller, Senior Special Counsel, at (202)
942-0564 (Division of Investment Management, Office of Investment
Company Regulation).
SUPPLEMENTARY INFORMATION: The following is a summary of the
application. The complete application may be obtained for a fee from
the SEC's Public Reference Branch.
Applicant's Representations
1. Applicant is an open-end, non-diversified management investment
company, organized as a corporation under the laws of the state of
Maryland. On August 14, 1981, applicant registered under the Act and
filed a registration statement on Form N-2. From February 25, 1982,
when applicant commenced operations, through April 25, 1984, applicant
was a closed-end, diversified management company. On April 25, 1984,
applicant's shareholders voted to change its subclassification to
``non-diversified'' and approved the adoption of applicant's current
investment objective and fundamental investment restrictions. On April
29, 1986, applicant's shareholders voted to change its
subclassification to ``open-end.''
2. Applicant filed a registration statement on Form N-1A under
section 8(b) of the Act and under the Securities Act of 1933 on June 9,
1986. Applicant's registration statement became effective on July 3,
1986. To the best of applicant's knowledge, public offering of its
shares commenced on or about that date. On November 13, 1986,
applicant's directors voted to cease the further offering of shares
effective December 1, 1986, and applicant has not sold any shares since
that date.
3. On August 9, 1993, applicant's board of directors authorized the
Agreement and Plan of Reorganization (the ``Reorganization Plan'') and
the Plan of Complete Liquidation and Dissolution of Applicant (the
``Liquidation Plan''), recommended that applicant's shareholders vote
in favor of the adoption and approval of same and authorized its
officers to take all action necessary or advisable, including the
filing of proxy materials, to effectuate the Reorganization and
Liquidation Plans and to deregister applicant under the Act.
4. Applicant distributed a proxy statement relating to the Special
Meeting of Stockholders to its shareholders and filed it with the
Commission. At the meeting held March 21, 1994, the Reorganization and
Liquidation Plans were approved by the holders of 1,206,695 shares,
representing 53% of the shares of applicant entitled to be cast on the
matter.
5. Applicant established a $1 million reserve fund (the ``Reserve
Fund'') designated for the satisfaction of any liabilities of applicant
which were unknown to applicant as of the closing date. Potential
contingent liabilities include the possibility that the Internal
Revenue Service or a state tax authority could assert that applicant
had made inadequate provision for taxes on past transactions, or that
applicant's net asset value had been erroneously computed. Although
applicant is currently unaware of any such liabilities, the Reserve
Fund was established to protect applicant's officers and directors, who
otherwise would be personally liable for such liabilities. On the
three-year anniversary of the Closing Date, as defined below, any funds
remaining in the Reserve Fund which are not required to satisfy any
then outstanding liabilities will be distributed to applicant's
shareholders of record based on each shareholder's pro rata ownership
of applicant as of the Closing Date. The Reserve Fund constitutes a
liquidating trust for tax and other purposes and will be administered
by an independent trustee who is not an affiliated person of the Fund's
investment adviser.
6. Pursuant to a Reorganization Plan dated as of August 26, 1993 by
and between applicant and Nabors Industries, Inc. (``Nabors'') whereby
applicant transferred, effective April 5, 1994 (the ``Closing Date''),
substantially all of its assets to Nabors, applicant's shareholders
received (i) 5.844 shares of common stock of Nabors per share of
applicant, (ii) cash in lieu of any fractional shares of Nabors, and
(iii) a pro rata interest, currently $.44 per applicant share, in the
Reserve Fund, for a total net asset value ($39.16 per applicant share)
equal to their pro rata ownership of applicant.
7. An application for an order exempting the transactions proposed
in the Reorganization and Liquidation Plans from section 17(a) of the
Act pursuant to section 17(b) of the Act and permitting such
transactions pursuant to section 17(d) of the Act and rule 17d-1
thereunder was filed with the Commission on September 20, 1993. The
Commission granted such order on February 1, 1994 (File Number 812-
8592).
8. Applicant filed Articles of Transfer and Articles of Dissolution
with the State of Maryland, on April 5, 1994 and April 26, 1994,
respectively.
9. As of the date of the application, applicant has no debts or
liabilities and is not a party to any litigation.
10. There are six shareholders of applicant who have not yet
surrendered their stock certificates (although applicant has attempted
and is continuing to attempt to contact such shareholders by telephone
and letter). Accordingly, these shareholders have not yet received
their stock certificates of Nabors. The stock certificates to which
these shareholders are entitled are being held by the transfer agent
designated by Nabors, who will release such certificates individually
to each such shareholder upon receipt of notice from applicant that
such shareholder has surrendered its stock certificates of applicant.
11. Expenses incurred in connection with the liquidation were borne
by applicant, except for costs of Nabor's legal counsel in connection
with negotiations of the Plans, which costs were borne by Nabors.
12. Applicant is current with respect to all filings required under
the Act, including all N-SAR filings, and will make any final filings
required by the Act.
13. Applicant has no assets and is not now engaged nor does it
propose to engage in any business other than the winding-up of its
affairs.
For the SEC, by the Division of Investment Management, under
delegated authority.
Jonathan G. Katz,
Secretary.
[FR Doc. 94-26963 Filed 10-31-94; 8:45 am]
BILLING CODE 8010-01-M
