[Federal Register Volume 61, Number 224 (Tuesday, November 19, 1996)]
[Notices]
[Pages 58912-58913]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-29551]
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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 22330; 811-3315]
Destiny Plans IIA; Notice of Application for Deregistration
November 13, 1996.
AGENCY: Securities and Exchange Commission (``SEC'').
ACTION: Notice of application for deregistration under the Investment
Company Act of 1940 (``Act'').
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APPLICANT: Destiny Plans IIA.
RELEVANT ACT SECTION: Section 8(f).
SUMMARY OF APPLICATION: Applicant seeks an order declaring that it has
ceased to be an investment company.
FILING DATES: The application was filed on May 13, 1996 and amended on
August 15, 1996, and on October 22, 1996.
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 December 9,
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 may request
notification of a hearing by writing to the SEC's Secretary.
ADDRESSES: Secretary, SEC, 450 Fifth Street NW., Washington, DC 20549.
Applicant, 82 Devonshire Street, Boston, MA 02109.
FOR FURTHER INFORMATION CONTACT:
Harry Eisenstein, Staff Attorney, (202) 942-0552, or Mercer E. Bullard,
Branch Chief, (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 at the
SEC's Public Reference Branch.
Applicant's Representations
1. Applicant is a unit investment trust established under Kansas
law, pursuant to a plan custodian and administration agreement dated
November 6, 1981 (``Security Custodian Agreement''). Applicant
registered under the Act on November 6, 1981 and filed a registration
statement under section 8(b) of the Act on December 8, 1981. SEC
records show that, on December 8, 1981, applicant filed a registration
statement under the Securities Act of 1933, which was declared
effective on June 30, 1982. The registration statement covered the
registration of 10-year and 15-year systematic investment plans
(``Security Plans'') providing for investment in shares of a designated
mutual fund. Applicant commenced an initial public offering of its
shares on or about June 30, 1982. Applicant initially registered under
the name Security Action Plans and changed its name to Destiny Plans
IIA on March 23, 1993.
2. Until March 26, 1993, the Security Plans provided for investment
in shares of Security Action Fund. On that date, the assets of Security
Action Fund were transferred to the Destiny II series (``Fund'') of
Fidelity Destiny Portfolios in exchange for shares of the Fund. On the
same date, Fidelity Distributors Corporation (``FDC'') became the
sponsor, underwriter and administrator,
[[Page 58913]]
and State Street Bank and Trust Company (``State Street'') became the
custodian, of applicant. Shortly thereafter, sales of new Security
Plans ceased.
3. Fidelity Systematic Investment Plans (``Destiny Plans UIT'')
also is a custodial arrangement for systematic investment plans. The
Destiny Plans II series of the Destiny Plans UIT invests in shares of
the Fund. The terms of such plans are substantially similar to the
terms of Security Plans. Applicant states that separate prospectuses,
financial statements, reports, and records were being prepared and
maintained for applicant and Destiny Plans II, although they were
substantially identical systematic investment plans. Accordingly, FDC,
as sponsor, and State Street, as custodian, determined that a
combination of applicant and Destiny Plans II would contribute to
administrative efficiencies and the reduction of administrative costs
borne by shareholders and the sponsor.
4. On September 16, 1994, all of applicant's assets were
transferred to Destiny Plans II in exchange for shares of Destiny Plans
II that are of equal value (``Merger''). Applicant obtained an order of
the SEC under section 17(b) of the Act granting an exemption from
section 17(a) of the Act to permit the Merger.\1\ In connection with
that order, applicant stated (1) that no dilution of or increase in
plan values would occur as a result of the proposed transaction, (2)
that, immediately after the Merger was consummated, shareholders'
interests in applicant will have been replaced with interests of equal
value in Destiny Plans II and would continue to represent an interest
in the same number of underlying shares of the Fund, and (3) that the
Merger would not result in any change in charges, costs, fees, or
expenses borne by shareholders of applicant or Destiny Plans II, except
that a service fee may be reduced.
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\1\ Fidelity Systematic Investment Plans, Investment Company Act
Release Nos. 19822 (October 29, 1993) (notice) and 19902 (Nov. 24,
1993) (order).
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5. The net asset value of the Security Plans on the date of the
Merger was $422,332,602. Pursuant to the Merger, applicant transferred
all of its assets to Destiny Plans II in exchange for 14,443,659 shares
of Destiny Plans II with an aggregate net asset value of $422,322,602.
6. The Merger was effected without approval by applicant's
shareholders pursuant to rights reserved to the sponsor and custodian
to make changes that would not adversely affect shareholder interests,
and shareholder authorization was not required or provided for under
the Security Custodian Agreement or Security Plans.
7. Applicant has no assets, or any debts or other liabilities. FDC
has paid or will pay all expenses incurred by all parties in connection
with the termination of the Application.
8. Persons who were shareholders of applicant at the time of the
Merger received distributions in complete liquidation of their
interests. All of the applicant's security holders at the time of the
Merger effectively received plans issued by Destiny Plans II identical
to their Security Plans issued by applicant. Applicant is not a party
to any litigation or administrative proceeding. Applicant has no
shareholders and is not now engaged, nor does it propose to engage, in
any business activities other than those necessary for the winding up
of its affairs.
9. Applicant has not filed and does not intend to file any
documents relating to its dissolution because applicable Kansas law
does not require filing of any such documents.
For the SEC, by the Division of Investment Management, under
delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 96-29551 Filed 11-18-96; 8:45 am]
BILLING CODE 8010-01-M
