[Federal Register Volume 60, Number 146 (Monday, July 31, 1995)]
[Notices]
[Pages 39056-39057]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-18661]
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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 21229; 811-7122]
Nuveen Pennsylvania Premium Income Municipal Fund; 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 Pennsylvania Premium Income Municipal Fund.
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 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 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 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, 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 August 21,
1992, 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 December 17, 1992, and
the initial public offering of applicant's common shares commenced
shortly thereafter.
2. On March 18, 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 F. The registration
statement became effective April 8, 1993 and the initial public
offering of its preferred shares commenced shortly thereafter.
3. On August 30, 1994, and October 26, 1994, applicant's Board of
Trustees approved a plan of reorganization whereby Nuveen Pennsylvania
Premium Income Municipal Fund 2, a Massachusetts business trust
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 October 7, 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 October 31, 1994. The
reorganization was approved by the applicant's shareholders approved by
the applicant's shareholders at the annual shareholders's meeting held
on January 13, 1995.
5. As of February 7, 1995, the effective date of the
reorganization, applicant has outstanding 5,803,736 shares of common
stock and 1,800 share of MuniPreferred, Series F. As of that date,
applicant's aggregate net assets were $121,701,117.75 and the
liquidation value of its MuniPreferred, Series F, was $45,000,000, and
the net asset value per common share of the applicant was $13.22.
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 F), and (c) 1,800 shares of the
Acquiring Fund's MuniPreferred, Series F.
6. Applicant was subsequently liquidated and distributed (a) pro
rata to
[[Page 39057]]
its common shareholders the Acquiring Fund common shares (or cash in
lieu of fractional shares) received by the applicant pursuant to the
reorganization in exchange for the common shares of the applicant held
by its common shareholders and (b) to its preferred shareholders one
share of Acquiring Fund MuniPreferred, Series F, in exchange for each
share of the applicant's MuniPreferred, Series F, held by its preferred
shareholders. Previously, on January 26, 1995, the applicant declared a
dividend of all investment company taxable income in the amount of
$433,539.08 (as of the close of business on February 7, 1995) payable
to common shareholders of record as of February 7, 1995. On February 3,
1995 a dividend of all accumulated but unpaid dividends on shares of
MuniPreferred, Series F of the applicant through and including February
7, 1995 was declared, payable on February 13, 1995, in the amount of
$9,370.28.
7. Applicant, Nuveen Pennsylvania Premium Income Municipal Fund 3,
and the Acquiring Fund incurred expenses of $231,564 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
$87,207, Nuveen Pennsylvania Premium Income Municipal Fund 3 paying a
total of $46,740, and the Acquiring Fund paying a total of $97,617.
8. As of the date of the filing of the application, applicant had
no remaining assets, no debts or other liabilities and no shareholders.
9. Applicant has not, in the last 18 months, transferred any of its
asset 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. 95-18661 Filed 7-28-95; 8:45 am]
BILLING CODE 8010-01-M
