[Federal Register Volume 60, Number 167 (Tuesday, August 29, 1995)]
[Notices]
[Page 44913]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-21360]
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SECURITIES AND EXCHANGE COMMISSION
[Rel. No. IC-21319; 811-4810]
Franklin Pennsylvania Investors Fund; Notice of Application for
Deregistration
August 23, 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: Franklin Pennsylvania Investors Fund.
RELEVANT ACT SECTION: Section 8(f).
SUMMARY OF APPLICATION: Applicant seeks an order declaring that it has
ceased to be an investment company.
FILING DATES: The application was filed on October 5, 1994 and amended
on August 10, 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 September 18,
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 who wish to
be notified of a hearing may request notification 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:
Marc Duffy, Senior Attorney, (202) 942-0565, or C. David Messman,
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 from
the SEC's Public Reference Branch.
Applicant's Representations
1. Applicant is an open-end diversified management investment
company that was organized as a California corporation. On August 20,
1986, applicant registered as an investment company under section 8(a)
of the Act and filed a registration statement relating to its shares
under section 8(b) of the Act and the Securities Act of 1933. The
registration statement was declared effective on October 1, 1986, and
applicant commenced its initial public offering on that date.
2. At meetings held on March 16, 1993 and May 18, 1993, applicant's
Board of Directors approved a plan of reorganization whereby the U.S.
Government Series (the ``USG Series'') of the Franklin Custodian Funds,
Inc. (the ``Franklin Fund'') would acquire substantially all of
applicant's assets (subject to stated liabilities) in exchange for
shares of common stock of the USG Series. Applicant's Board of
Directors determined that the reorganization could benefit applicant's
shareholders by allowing them to achieve their investment goals in a
larger fund while obtaining the benefits of economies of scale.
3. In accordance with rule 17a-8 under the Act, applicant's Board
of Directors determined that the sale of applicant's assets to the
Franklin Fund was in the best interest of applicant's shareholders, and
that the interests of the existing shareholders would not be diluted as
a result.\1\
\1\Applicant and Franklin 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 May 19, 1993, Franklin Fund filed a registration statement on
Form N-14, which contained proxy materials soliciting the approval of
the reorganization by applicant's shareholders. On or about July 2,
1993, proxy materials were distributed to each of applicant's
shareholders. At a special meeting held on August 30, 1993, holders of
a majority of the outstanding voting shares of applicant approved the
reorganization.
5. On August 30, 1993, applicant had 961,198 shares of common stock
outstanding with a net asset value of $10.32 per share and an aggregate
net asset value of $9,919,863.
6. Pursuant to the reorganization, on August 30, 1993, applicant
transferred substantially all of its assets to the USG Series in
exchange for shares of common stock of the USG Series having an
aggregate net asset value equal to the aggregate value of net assets so
transferred. Shares of the USG Series were distributed to applicant's
shareholders pro rata in accordance with their respective interests in
applicant.
7. The expenses related to the reorganization totaled approximately
$11,500. These expenses included legal and audit fees and the expenses
of printing, typesetting, and mailing proxy statements and related
documents. Such expenses were borne by Franklin Advisers, Inc.,
applicant's investment adviser.
8. At the time of filing of the application, applicant had no
assets or liabilities. Applicant has no shareholders and is not a party
to any litigation or administrative proceedings. Applicant is not
engaged in, and does not propose to engage in, any business activities
other than those necessary for the winding up of its affairs.
9. On October 11, 1994, applicant filed a Certificate of
Dissolution with the California Secretary of State. On December 28,
1994, applicant ceased its corporate existence in the State of
California.
For the SEC, by the Division of Investment Management, under
delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 95-21360 Filed 8-28-95; 8:45 am]
BILLING CODE 8010-01-M
