[Federal Register Volume 60, Number 146 (Monday, July 31, 1995)]
[Notices]
[Pages 39047-39048]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-18652]
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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 21244; 811-7498]
Nuveen Michigan Premium Income Municipal Fund 2; Notice of
Application
July 21, 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: Nuveen Michigan Premium Income Municipal Fund 2.
Relevant Act Section: Section 8(f).
Summary of Application: Applicant requests an order declaring it has
ceased to be an investment company.
Filing Date: The application was filed on June 23, 1995.
Hearing or Notification of Hearing: An order granting the application
will be issued 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 August 15, 1995, 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 issue 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.
[[Page 39048]]
Applicant, 333 West Wacker Drive, Chicago, Illinois 60606.
For Further Information Contact: Diane L. Titus, Paralegal Specialist,
at (202) 942-0584, or H.R. Hallock, Jr., Special Counsel, 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 Massachusetts business trust. On February 11,
1993, applicant registered under the Act and filed a registration
statement on Form N-2 pursuant to section 8(b) of the Act and under the
Securities Act of 1933 to register shares of its common stock. The
registration statement was declared effective on March 18, 1993 and the
initial public offering of applicant's common shares commenced shortly
thereafter.
2. On June 9, 1993, applicant filed a registration statement on
Form N-2 under the Securities Act of 1933 whereby it registered shares
of preferred stock (``MuniPreferred''), Series M. The registration
statement was declared effective on July 12, 1993, and the initial
public offering of its preferred shares commenced shortly thereafter.
3. On June 29, 1994, applicant's Board of Trustees approved a plan
of reorganization whereby Nuveen Michigan Premium Income Municipal
Fund, Inc., a Minnesota corporation registered under the Act as a
closed-end management investment company (the ``Acquiring Fund''),
would acquire substantially all of applicant's assets and assume
substantially all of applicant's liabilities in exchange for shares of
the Acquiring Fund. In accordance with rule 17a-8 under the Act, the
Board of Trustees of the applicant determined that the reorganization
was in the best interest of the applicant and that the interests of the
existing shareholders of the applicant would not be diluted as a result
of the reorganization.\1\
\1\ Applicant and the Acquiring Fund may be deemed to be
affiliated persons of each other by reason of having a common
investment adviser, common directors, and 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 for certain purchases and sales among investment companies
that are affiliated persons of one another solely by reason of
having a common investment adviser, common directors, and/or common
officers.
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4. On July 15, 1994, the Acquiring Fund filed a registration
statement on Form N-14, which contained proxy materials soliciting the
approval of the reorganization by applicant's shareholders. The
registration statement was declared effective on August 19, 1994. The
reorganization was approved by the applicant's shareholders at the
annual shareholders' meeting held on October 6, 1994.
5. As of November 8, 1994, the effective date of the
reorganization, applicant had outstanding 2,871,673 shares of common
stock and 840 shares of MuniPreferred, Series M. As of that date,
applicant's aggregate net assets were $52,646,602.98, and the
liquidation value of its MuniPreferred, Series M, was $21,000,000, and
the net asset value per common share of the applicant was $11.02.
Substantially all of applicant's assets were transferred to the
Acquiring Fund in exchange for (a) the assumption of substantially all
of the applicant's liabilities, (b) the number of Acquiring Fund common
shares having an aggregate net asset value equal to the value of the
applicant's net assets (calculated net of the liquidation preference of
applicant's MuniPreferred, Series M), and (c) 840 shares of the
Acquiring Fund's MuniPreferred, Series M.
6. The applicant was subsequently liquidated and distributed (a)
pro rata to its common shareholders the Acquiring Fund common shares
(or cash in lieu of fractional shares) received by the applicant
pursuant to reorganization in exchange for the common shares of the
applicant held by its common shareholders and (b) to its preferred
shareholders one share of the Acquiring Fund MuniPreferred, Series M,
in exchange for each share of the applicant's MuniPreferred, Series M,
held by its preferred shareholders. Previously, on October 28, 1994,
the applicant had declared a dividend of all investment company taxable
income in the amount of $258,163.40 (as of the close of business on
November 8, 1994) payable to common shareholders of record as of
November 8, 1994. On November 7, 1994 a dividend of all accumulated but
unpaid dividends of shares of MuniPreferred, Series M of the applicant
through and including November 8, 1994 was declared, to be paid no
later than November 15, 1994, in the amount of $1,941.60.
7. Applicant and the Acquiring Fund incurred expenses of $207,366
in connection with the reorganization. These expenses were borne by the
foregoing entities based on their respective asset size, with applicant
paying a total of $86,442, and the Acquiring Fund paying a total of
$120,924.
8. As of May 31, 1995, applicant had liabilities accrued in
connection with the reorganization for which it has retained cash in
the amount of $50,178.31. Otherwise, Applicant has no debts or other
liabilities other than those that will be paid by the Acquiring Fund.
As of the date of the filing of the application, applicant had no
securityholders.
9. Applicant has not, within the last 18 months, transferred any of
its assets to a separate trust, the beneficiaries of which were or are,
securityholders of the applicant. Applicant is not a party to any
litigation or administrative 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. Applicant intends to file for termination with the Commonwealth
of Massachusetts as soon as practicable after the granting of the order
requested by the application.
For the SEC, by the Division of Investment Management, under
delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 95-18652 Filed 7-28-95; 8:45 am]
BILLING CODE 8010-01-M
