[Federal Register Volume 62, Number 44 (Thursday, March 6, 1997)]
[Notices]
[Page 10301]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 97-5468]
[[Page 10301]]
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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 22533; 811-5331]
Hampton Utilities Trust; Notice of Application
February 27, 1997.
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: Hampton Utilities Trust.
RELEVANT ACT SECTION: Section 8(f).
SUMMARY OF APPLICATION: Applicant requests an order declaring that it
has ceased to be an investment company.
FILING DATES: The application was filed on December 3, 1996 and amended
on February 21, 1997.
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, 1997,
and should be accompanied by proof of service on the applicant, in the
form of an affidavit or, for lawyers, a certificate or 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, 777 Mariners Island Blvd., San Mateo, California
94404.
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 a closed-end, diversified management investment
company organized as a business trust under the laws of the
Commonwealth of Massachusetts. On September 15, 1987, applicant
registered under section 8(a) of the Act and filed a registration
statement on Form N-2 pursuant to section 8(b) of the Act and the
Securities Act of 1933 to register its shares of beneficial interest.
On March 7, 1988, applicant's registration statement was declared
effective, and the initial public offering of applicant's shares
commenced on the same date.
2. On December 16, 1993, applicant's board of trustees approved an
Agreement and Plan of Reorganization (the ``Agreement'') between
applicant and Franklin Custodian Funds, Inc. on behalf of its Utilities
Series, pursuant to which applicant would transfer substantially all of
its assets to the Utilities Series in exchange for shares of common
stock of Utilities Series. In accordance with rule 17a-8 of the Act,
applicant's board determined that the sale of applicant's assets to
Utilities Series was in the best interests of applicant and that the
interests of the existing shareholders would not be diluted as a result
of the sale.\1\
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\1\ Applicant and Franklin Custodian Funds, Inc., may be deemed
to be affiliated persons of each other solely by reason of having a
common investment adviser, common director, 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 from 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.
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3. The board's conclusion was based on a number of factors,
including that the sale of applicant's assets to the Utilities Series
in exchange for shares of Utilities Series would permit shareholders to
pursue their investment goals in a larger fund with enhanced ability to
effect portfolio transactions on more favorable terms and with greater
investment flexibility. The board also considered that as shareholders
of an open-end fund, the holders of applicant's Capital Shares would
have redemption rights and exchange privileges that were not previously
available.
4. As of March 7, 1994, applicant was a closed-end investment
company with two classes of shares outstanding: The Cumulative
Preferred Shares and the Capital Shares. On that date, in accordance
with applicant's Restated Declaration of Trust, dated December 16,
1993, all of the Cumulative Preferred Shares were redeemed by applicant
in cash at $50.00 per share.
5. On or about May 30, 1994, proxy materials soliciting shareholder
approval of the Agreement were furnished to holders of applicant's
Capital Shares and filed with the SEC. Applicant's shareholders
approved the Agreement at an annual meeting held on July 14, 1994.
6. On August 4, 1994, there were 1,032,684 Capital Shares of
applicant outstanding at a net asset value of $12.54 per share. At such
date, aggregate net assets amounted to $12,950,208.48.
7. On August 5, 994 (the ``Closing Date''), applicant transferred
substantially all of its net assets to the Utilities Series in exchange
solely for shares of common stock of Utilities Series having an
aggregate net asset value equal to the aggregate value of net assets
transferred. The number of shares was determined by dividing the
aggregate value of applicant's assets to be transferred on the Closing
Date by the net asset value per share of common stock of Utilities
Series as of 1:00 p.m. Pacific time on Closing Date. Shares of
Utilities Series were distributed to the holders of applicant's Capital
Shares pro rata in accordance with their respective interest in
applicant.
8. The expenses incurred in connection with the reorganization were
approximately $90,370. These expenses included printing and mailing
costs for proxy materials and related documents. One half of these
costs were borne by Franklin Advisers, Inc. through a reimbursement of
the amounts advanced by applicant and Utilities Series, and the
remainder of the costs were borne by applicant.
9. Applicant has no securityholders, assets, or liabilities.
Applicant is not a party to any litigation or administration
proceeding. Applicant is not now engaged, and does not propose to
engage, in any business activities other than those necessary for the
winding up of its affairs.
10. A Notice of Termination of Trust was filed with the
Massachusetts Secretary of State on October 4, 1994.
For the SEC, by the Division of Investment Management, under
delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 97-5468 Filed 3-5-97; 8:45 am]
BILLING CODE 8010-01-M
