99-6003. Sirrom Funding Corporation; Notice of Application

[Federal Register Volume 64, Number 47 (Thursday, March 11, 1999)]
[Notices]
[Pages 12192-12193]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 99-6003]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 23725; 811-7995]


Sirrom Funding Corporation; Notice of Application

March 3, 1999.
AGENCY: Securities and Exchange Commission (``SEC'').

ACTION: Notice of Application for Deregistration under section 8(f) of 
the

[[Page 12193]]

Investment Company Act of 1940 (the ``Act'').

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SUMMARY OF APPLICATION: Applicant requests an order declaring that it 
has ceased to be an investment company.

FILING DATES: The application was filed on January 22, 1999. Applicant 
has agreed to file an amendment during the notice period, the substance 
of which is reflected in this notice.

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 March 24, 1999, 
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, 500 Church Street, Suite 200, Nashville, Tennessee 
37219.

FOR FURTHER INFORMATION CONTACT: Diane L. Titus, Paralegal Specialist, 
at [phone], or Mary Kay Frech, Branch Chief, at [phone] 
(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 Commission's Public Reference Branch, 450 Fifth Street, NW, 
Washington, DC 20549 (telephone [phone]).

Applicant's Representations

    1. Applicant is a non-diversified closed-end management investment 
company incorporated in Delaware. On December 31, 1996, applicant filed 
a Notification of Registration under section 8(a) of the Act on Form N-
8A, which was declared effective on the same date. As of December 31, 
1998, applicants assets totaled $225.2 million.
    2. Applicant is a wholly-owned subsidiary of Sirrom Capital 
Corporation (``Sirrom Capital''). Sirrom Capital is a closed-end, 
internally managed investment company that has elected to be treated as 
a business development company (``BDC'') pursuant to section 54 of the 
Act.
    3. On January 6, 1999 Sirrom Capital entered into a merger 
agreement under which it will be acquired by The FINOVA Group Inc. 
(``FINOVA'') pursuant to a merger with a newly formed subsidiary of 
FINOVA (the ``parent Merger''). FINOVA is a financial services holding 
company that is exempt from regulation under the Act in reliance on 
section 3(c)(5) of the Act. Following the Parent Merger, Sirrom Capital 
will withdraw its election to be treated as a BDC.
    4. The Parent Merger has been approved by the boards of directors, 
including all of the disinterested directors, of Sirrom Capital and 
applicant. The Parent Merger also is subject to approval by the 
shareholders of Sirrom Capital. The shareholders meeting to approve the 
Parent Merger is expected to take place on March 22, 1999. The proxy 
materials sent to the shareholders informed them, among other things, 
that applicant is seeking to deregister under the Act upon consummation 
of the Parent Merger. The Parent Merger is expected to be consummated 
on March 22, 1999.

Applicant's Legal Analysis

    1. Section 8(f) of the Act provides that whenever the SEC, upon 
application or its own motion, finds that a registered investment 
company has ceased to be an investment company, the SEC shall so 
declare by order and upon the taking effect of such order, the 
registration of such company shall cease to be in effect.
    2. Section 3(c)(1) of the Act provides that an issuer is not an 
investment company within the meaning of the Act if (a) its outstanding 
securities (other than short-term paper) are beneficially owned by not 
more than 100 persons, and (b) it is not making and does not presently 
propose to make a public offering of its securities.
    3. Applicant states that, upon consummation of the Parent Merger, 
applicant will be an indirect wholly-owned subsidiary of FINOVA. Thus, 
applicant states that its outstanding securities will be beneficially 
owned by 1 person, FINOVA. FINOVA is not an investment company or a 
company relying on section 3(c)(1) or section 3(c)(7) of the Act. For 
purposes of determining the number of beneficial owners of applicant's 
securities under section 3(c)(1), applicant states that it will not be 
required to ``look through'' FINOVA to its shareholders. Applicant 
further states that it is not making and does not presently propose to 
make a public offering of its securities. Thus, applicant seeks to 
deregister under the Act and rely on section 3(c)(1) of the Act. 
Applicant requests that the order of deregistration be issued only 
after the Parent Merger is consummated as described in the application.

    For the SEC, by the Division of Investment Management, under 
delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 99-6003 Filed 3-10-99; 8:45 am]
BILLING CODE 8010-01-M