[Federal Register Volume 60, Number 74 (Tuesday, April 18, 1995)]
[Notices]
[Page 19437]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-9519]
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SECURITIES AND EXCHANGE COMMISSION
[Rel. No. IC-20999; 811-1534]
SAFECO Growth Fund, Inc.; Notice of Application
April 12, 1995.
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: SAFECO Growth 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 under the Act.
FILING DATE: The application was filed on March 31, 1995.
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 May 8, 1995, 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 5th Street, N.W., Washington, D.C.
20549. Applicant, SAFECO Plaza, Seattle, WA 98185.
FOR FURTHER INFORMATION CONTACT:
Felice R. Foundos, Staff Attorney, (202) 942-0571, or Robert A.
Robertson, 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 an open-end management investment company organized
as a corporation under the laws of the State of Washington. In 1967,
applicant filed a registration statement pursuant to section 8(b) of
the Act and a registration statement pursuant to the Securities Act of
1933 to register its shares of common stock. After the registration
statements became effective, applicant commenced the initial public
offering of its shares.
2. On May 6, 1993, applicant's board of directors approved a plan
of reorganization (the ``Plan'') between applicant and SAFECO Common
Stock Trust (the ``Trust'') on behalf of its series SAFECO Growth Fund
(the ``Acquiring Fund'').\1\ The Trust is an investment company
organized under the laws of Delaware.
\1\Applicant's board of directors determined that the Plan was
in the best interests of applicant and that the interests of
applicant's existing shareholders would not be diluted as a result
of effecting the transactions.
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3. By moving its assets from a Washington corporation to a Delaware
trust, applicant expects its shareholders to benefit from the adoption
of new methods of operations and employment of new technologies that
are expected to reduce costs. For example, Washington corporations are
required to hold annual meetings, whereas a series of the Trust has no
such requirement. Further, Delaware trusts generally have greater
flexibility than Washington corporations to respond to future
contingencies, allowing such trusts to operate under the most advanced
and cost efficient form of organization. For example, Delaware law
authorizes electronic or telephonic communications between a Delaware
trust and its shareholders. In addition, as one of several series of
the Trust, applicant's shareholders should enjoy certain expense
savings through economies of scale that would not be available to a
stand-alone entity.
4. On May 7, 1993, applicant filed proxy materials with the SEC
relating to the proposed reorganization and afterwards distributed such
proxy materials to its shareholders. Applicant's shareholders approved
the reorganization at a meeting held on August 5, 1993.
5. Pursuant to the Plan, applicant transferred all of its assets
and liabilities to the Fund on September 30, 1993, in exchange for
shares of the Acquiring Fund. The exchange was based on the relative
net asset value of applicant and the Acquiring Fund. Immediately
thereafter, applicant distributed pro rata to its shareholders the
Acquiring Fund shares it received in the reorganization. No brokerage
commissions were incurred in this reorganization.
6. The total expenses incurred in connection with the
reorganization, consisting of legal fees, accounting fees, and printing
and mailing costs of proxy materials, were $39,242 and were paid by
applicant.
7. As of the date of the application, applicant had no assets,
debts or liabilities, and was not a party to any litigation or
administrative proceeding.
8. Applicant has filed a certificate of dissolution with the State
of Washington on October 1, 1993.
9. Applicant is neither engaged in nor proposes to engage in any
business activities other than those necessary for the winding up of
its affairs.
For the Commission, by the Division of Investment Management,
under delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 95-9519 Filed 4-17-95; 8:45 am]
BILLING CODE 8010-01-M
