[Federal Register Volume 61, Number 49 (Tuesday, March 12, 1996)]
[Notices]
[Pages 10041-10042]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-5842]
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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 21810; 811-6193]
Nomura Dividend Income Fund; Notice of Application
March 6, 1996.
AGENCY: Securities and Exchange Commission (``SEC'').
ACTION: Notice of Application for Deregistration under the Investment
Company Act of 1940 (the ``Act'').
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APPLICANT: Nomura Dividend Income Fund.
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 January 31, 1996, and an
amendment thereto on March 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 April 1, 1996,
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, NW., Washington, DC 20549.
Applicant, One Post Office Square, Boston, Massachusetts 02109.
FOR FURTHER INFORMATION CONTACT:
Diane L. Titus, Paralegal Specialist, at (202) 942-0584, or Robert A.
Robertson, 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 Representation
1. Applicant is a closed-end management investment company
organized as a corporation under the laws of Maryland. On October 17,
1990, applicant filed a notification of registration on Form N-8A
pursuant to section 8(a) of the Act. Applicant never filed a
registration statement under the Securities Act of 1933 nor did it make
a public offering of its securities.
2. Applicant was established in 1990, with the objective to provide
holders of its common stock with high current income, consistent with
preservation of capital. The private placement memorandum, pursuant to
which the shares of common stock of applicant were sold, contained a
statement that applicant's board of directors would consider during the
fifth year after commencement of operations whether to make a tender
offer for applicant's shares.
3. At a board meeting held on July 28, 1995, the board determined
that making a tender offer would not be advisable. Given the relatively
small size of applicant (approximately $40.6 million as of June 30,
1995), if a significant amount of assets were withdrawn by a few large
shareholders through a tender offer, expense ratios would increase and
applicant might become too small to efficiently manage for remaining
stockholders.
4. In August and September of 1995, officers of applicant and
Putnam Investment Management, Inc., applicant's investment adviser, had
several discussions with employees of Nomura Securities International,
Inc. (``Nomura''), the original placement agent for applicant's common
stock, concerning the desire of several large stockholders in applicant
to liquidate their holdings. As there is no liquid market for the
shares and as the board believes a tender offer raises significant
issues as to fairness to non-tendering holders, the discussions focused
on the possibility of liquidating applicant. Subsequently, Nomura
delivered a letter to the directors stating that the holders of 37 of
45.01 outstanding shares had indicated to Nomura that they would be in
favor of a liquidation of applicant.
5. Accordingly, at the October 27, 1995 meeting of the board, the
directors determined, in light of these developments, that it would be
advisable and in the best interests of applicant's stockholders to
liquidate and dissolve applicant under the laws of the State of
Maryland. To implement the liquidation, the board approved a plan of
complete liquidation of applicant (the ``Plan''). The Plan provided for
the sale of all of the assets of applicant and the distribution in cash
of the net proceeds from such sale to the stockholders in accordance
with their respective rights. The Plan also provided for a portion of
the proceeds from the sale of applicant's assets to be retained to
satisfy any liabilities applicant may incur.
6. A special meeting of applicant's stockholders was held on
December 5, 1995 at which 99.796% of the shares present either in
person or by proxy voted to approve the Plan. Pursuant to the Plan, on
December 27, 1995, $41,647,032.92, representing 99.7% of the assets of
applicant, was distributed to the stockholders of applicant (the
``First Distribution''). As of the time of the filing of the amended
application, applicant has retained assets of $170,000, $50,000 of
which represented the amount being reserved to pay for the remaining
expenses involved in the dissolution and liquidation of applicant and
$120,000 of which represented dividends on portfolio holdings received
after the First Dissolution. Applicant anticipates that a second
distribution of its assets (the ``Second Distribution'') consisting of
the assets, if any, remaining after the payment of the expenses would
be done as soon as practicable, but in no instance any later than 60
days after the granting of the order requested by this amended
application. The Second Distribution would be made on a pro rata basis,
with each stockholder receiving its proportionate share of the
remaining assets.
7. Applicant intends to file Articles of Dissolution and Public
Notice of Dissolution in accordance with Maryland law as soon as
practicable following its deregistration. Additionally, applicant
intends to file for the withdrawal of its status as a foreign
corporation in Massachusetts.
8. As of the filing of the application, applicant had no security
holders. Applicant is not a party to any litigation or administrative
proceeding. Applicant is not presently engaged, nor does it propose to
engage in, any business activities other than those necessary to wind
up its affairs.
[[Page 10042]]
For the SEC, by the Division of Investment Management, under
delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 96-5842 Filed 3-11-96; 8:45 am]
BILLING CODE 8010-01-M
