[Federal Register Volume 61, Number 250 (Friday, December 27, 1996)]
[Notices]
[Pages 68320-68321]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-32958]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 22410; 811-3663]
PaineWebber/Kidder, Peabody Government Money Fund, Inc.; Notice
of Application
December 19, 1996.
AGENCY: Securities and Exchange Commission (``SEC'').
ACTION: Notice of application for deregistration under the Investment
Company Act of 1940 (the ``Act'').
-----------------------------------------------------------------------
APPLICANT: PaineWebber/Kidder, Peabody Government Money Fund, Inc.
RELEVANT ACT SECTION: Section 8(f).
SUMMARY OF APPLICATION: Applicant requests an order declaring that it
has ceased to be an investment company.
FILING DATE: The application was filed on November 6, 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 January 13,
1997, 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, c/o Dianne E. O'Donnell, Legal Department, Mitchell
Hutchins Asset Management Inc., 1285 Avenue of the Americas, 18th
Floor, New York, New York 10019.
FOR FURTHER INFORMATION CONTACT: Diane L. Titus, Paralegal Specialist,
at (202) 942-0584, or Mary Kay Frech, Branch Chief, 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, diversified management investment
company organized as a corporation under the laws of the State of
Maryland. On February 9, 1983, applicant registered under section 8(a)
of the Act and filed a registration statement on Form N-1A pursuant to
section 8(b) of the Act and the Securities Act of 1933, covering an
indefinite number of shares of common stock. The registration statement
was declared effective on May 9, 1983, and the initial public offering
of common stock commenced thereafter.
2. On July 20, 1995, applicant's Board of Directors approved an
Agreement and Plan of Reorganization and Dissolution (``Plan'') between
applicant and PaineWebber RMA Money Fund, Inc. on behalf of its series,
PaineWebber RMA U.S. Government Portfolio (``PW Fund''), whereby PW
Fund was to acquire all the assets of applicant in exchange solely for
shares of beneficial interest in PW Fund and the assumption by PW Fund
of all of applicant's liabilities. In accordance with rule 17a-8 of the
Act, applicant's directors determined that the reorganization was in
the best interests of applicant and that the interests of applicant's
existing shareholders would not be diluted as a result.\1\
---------------------------------------------------------------------------
\1\ Applicant and PW Fund may be deemed to be affiliated persons
of each other by reason of having a common investment adviser,
common directors, and/or common officers. Although purchases and
sales between affiliated persons generally are prohibited by section
17(a) of the Act, rule 17a-8 provides an exemption for certain
purchases and sales among investment companies that are affiliated
persons of each other solely by reason of having a common investment
adviser, common directors, and/or common officers.
---------------------------------------------------------------------------
3. According to applicant's proxy statement, the directors
considered a number of factors in approving the Plan, including, (a)
the similarity of the investment objectives, policies, and restrictions
of the funds, (b) the effect of the reorganization on expected
investment performance, (c) the effect of the reorganization on the
expense ratio of the PW Fund relative to each fund's current expense
ratio, and (d) possible alternatives to the reorganization, including
continuing to operate on a stand-alone basis or liquidation.
4. Proxy materials relating to the Plan and the transactions
contemplated thereby and a combined prospectus relating to the shares
of PW Fund to be issued were mailed to applicant's shareholders on or
about October 13, 1995. At a special meeting held on November 10, 1995,
applicant's shareholders approved the Plan.
5. On November 20, 1995 (the ``Closing Date''), applicant had
[[Page 68321]]
236,411,46.15 shares of common stock outstanding, having an aggregate
net asset value of $236,258,547.89 and a per share net asset value of
$1.00. There were no other classes of securities of applicant
outstanding. Pursuant to the Plan, applicant transferred to PW Fund all
rights, title, and interest in and to applicant's assets. In exchange
therefor, PW Fund assumed all liabilities, debts, obligations, and
duties of applicant, and issued to applicant the number of shares of PW
Fund determined by dividing the net asset value of a share of applicant
by the net asset value of a share of PW Fund, in each case as of the
close of regular trading on the New York Stock Exchange, Inc. on the
Closing Date.
6. On the Closing Date, applicant liquidated and distributed pro
rata to its shareholders of record, determined as of the close of
business on the Closing Date, the shares of PW Fund received by
applicant in the reorganization, in exchange for such shareholders'
shares of applicant.
7. The expenses incurred in connection with the reorganization
consisted primarily of legal expenses, expenses of printing and mailing
communications to shareholders, registration fees, and miscellaneous
accounting and administrative expenses. These expenses totalled
approximately $225,000 and were borne by applicant and PW Fund in
proportion to their respective net assets.
8. As of the date of the application, applicant has no assets,
debts or liabilities, and has no securityholders. Applicant is not a
party to any litigation or administrative proceedings. Applicant is not
now engaged, and does not propose to engage, in any business activities
other than those necessary for winding-up of its affairs.
9. On November 20, 1995, applicant filed Articles of Transfer with
the Maryland State Department of Assessments and Taxation. Applicant
intends to file Articles of Dissolution with the State of Maryland.
For the SEC, by the Division of Investment Management, under
delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 96-32958 Filed 12-26-96; 8:45 am]
BILLING CODE 8010-01-M
