[Federal Register Volume 59, Number 132 (Tuesday, July 12, 1994)]
[Unknown Section]
[Page 0]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 94-16756]
[[Page Unknown]]
[Federal Register: July 12, 1994]
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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 20382; File No. 811-4127]
Dean Witter Equity Income Trust; Application for Deregistration
July 1, 1994.
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: Dean Witter Equity Income Trust.
Relevant Act Section: Section 8(f).
Summary of Application: Applicant seeks an order declaring that it has
ceased to be an investment company.
Filing Date: The application on Form N-8F was filed on May 17, 1994 and
amended on June 27, 1994.
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 July 26, 1994,
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 who wish to be
notified of a hearing may request notification by writing to the SEC's
Secretary.
Addresses: Secretary, SEC, 450 5th Street, NW., Washington, DC 20549.
Applicant, Two World Trade Center, New York, New York 10048.
For Further Information Contact: Fran Pollack-Matz, Senior Attorney, at
(202) 942-0570, or Robert A. Robertson, Branch Chief, at (202) 942-0564
(Office of Investment Company Regulation, Division of Investment
Management).
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 Massachusetts business trust. On October 12, 1984, applicant
registered under the Act and filed a registration statement pursuant to
section 8(b) of the Act. The registration statement became effective on
December 21, 1984, and the initial public offering commenced on January
25, 1985.
2. At a Special Meeting held on December 2, 1993, the board of
trustees of applicant voted to approve an Agreement and Plan of
Reorganization (the ``Plan'') and called a Special Meeting of the
shareholders of applicant to vote on the Plan. Pursuant to the Plan,
the assets of applicant were transferred to Dean Witter Value-Added
Market Series, a Massachusetts business trust (``Value-Added'') in
exchange for shares of Value-Added (the ``Reorganization'').
3. In approving the Reorganization, the directors considered a
number of factors, including, (a) the comparative investment
performance and past growth in assets of applicant and Value-Added, (b)
the comparative expenses of applicant and Value-Added, (c) the impact
on applicant's security holders if applicant were not reorganized or
were liquidated, (d) the compatibility of the investment objectives,
policies, restrictions, and portfolios of applicant and Value-Added,
(e) the terms and conditions of the Reorganization that would affect
the price of Value-Added shares to be issued in the Reorganization, (f)
the tax-free nature of the Reorganization, and (g) any direct or
indirect costs to be incurred by applicant and Value-Added in
connection with the Reorganization.
4. Applicant and Value-Added could be deemed affiliated persons of
each other within the meaning of the Act. In accordance with rule 17a-
8, the board of trustees of applicant determined that the sale of
applicant's assets to Value-Added was in the best interests of
applicant and applicant's shareholders, and that the interests of the
existing shareholders would not be diluted as a result of applicant
effecting the transaction.
5. Preliminary proxy materials were filed on December 3, 1993, as
part of Value-Added's registration statement on Form N-14. Definitive
proxy materials relating to the Reorganization were filed on February
25, 1993. Applicant's shareholders voted to approve the Plan on April
14, 1994.
6. As of April 15, 1994, applicant had 12,702,132.755 shares
outstanding, at a net asset value of $8.38 per share and an aggregate
net asset value of $106,440,011.49. Pursuant to the Plan, the assets of
applicant were transferred to Value-Added in exchange for shares of
beneficial interest of Value-Added. The aggregate net asset value of
shares of Value-Added issued in the Reorganization was equal to the
value of applicant's assets on April 15, 1994 (the business day
immediately preceding the Reorganization) less applicant's liabilities.
Applicant thereafter distributed the Value-Added shares it received to
its security holders by crediting each security holder with a pro rata
portion of Value-Added shares equal to the security holder's investment
in applicant.
7. No brokerage commissions were paid in connection with the
Reorganization. The cost of printing and mailing the proxy statement
and any additional material relating to the stockholder meeting at
which the Plan and the Reorganization were approved, and the cost of
soliciting proxies, including legal and accounting fees in connection
with the preparation of the proxy statement, was paid by applicant. Any
expenses related to the shareholders of Value-Added, in connection with
the Reorganization, were paid by Value-Added.
8. At the time of the application, applicant had no security
holders, assets, or liabilities. Applicant is not a party to any
litigation or administrative proceedings. Applicant is not now engaged
in, and does not propose to engage in, any business activities.
For the SEC, by the Division of Investment Management, under
delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 94-16756 Filed 7-11-94; 8:45 am]
BILLING CODE 8010-01-M
