9004 Federal Register / Vol. 62, No. 39 / Thursday, February 27, 1997 / Notices

SECURITIES AND EXCHANGE

COMMISSION

Issuer Delisting; Notice of Application

to Withdraw From Listing and

Registration; (Eaton Vance Corp., Nonvoting Common Stock, $0.625, Par

Value) File No. 1–8100

February 21, 1997.

Eaton Vance Corp. (‘‘Company’’) has

filed an application with the Securities

and Exchange Commission

(‘‘Commission’’), pursuant to Section

12(d) of the Securities Exchange Act of

1934 (‘‘Act’’) and Rule 12d2–2(d)

promulgated thereunder, to withdraw

the above specified security (‘‘Security’’)

from listing and registration on the

Boston Stock Exchange, Inc. (‘‘BSE’’).

The reasons alleged in the application

for withdrawing the Security from

listing and registration include the

following:

According to the Company, the nonvoting common stock is listed on the

New York Stock Exchange, Inc.

(‘‘NYSE’’), and an application on Form

8–A for registration of the Company’s

non-voting common stock on the NYSE

was declared effective by the

Commission on August 15, 1996. The

Company does not see any particular

advantage in the dual trading of its

securities and believes that dual listing

would fragment the market for its

securities. Also, the Company cannot

justify the expense of being listed on

two exchanges and thereby, wishes to

withdraw from the BSE.

Any interested person may, on or

before March 14, 1997, submit by letter

to the Secretary of the Securities and

Exchange Commission, 450 Fifth Street,

N.W., Washington, D.C. 20549, facts

bearing upon whether the application

has been made in accordance with the

rules of the exchanges and what terms,

if any, should be imposed by the

Commission for the protection of

investors. The Commission, based on

the information submitted to it, will

issue an order granting the application

after the date mentioned above, unless

the Commission determines to order a

hearing on the matter.

For the Commission, by the Division of

Market Regulation, pursuant to delegated

authority.

Jonathan G. Katz,

Secretary.

[FR Doc. 97–4861 Filed 2–26–97; 8:45 am]

BILLING CODE 8010–01–M

[Investment Company Act Release No.

22523; 812–10424]

HVA Money Market Fund, Inc. and

Hartford U.S. Government Money

Market Fund, Inc.; Notice of

Application

February 21, 1997.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of Application for

Exemption under the Investment

Company Act of 1940 (the ‘‘Act’’).

APPLICANTS: HVA Money Market Fund,

Inc. (‘‘HVA Fund’’) and Hartford U.S.

Government Money Market Fund, Inc.

(‘‘U.S. Government Fund’’).

RELEVANT ACT SECTIONS: Order requested

under section 17(b) of the Act granting

an exemption from section 17(a).

SUMMARY OF APPLICATION: Applicants

request an order to permit the HVA

Fund to acquire substantially all of the

assets of the U.S. Government Fund

(together, the ‘‘Funds’’). Because of

certain affiliations, the Funds may not

rely on rule 17a–8 under the Act.

FILING DATES: The application was filed

on November 8, 1996 and amended on

February 10, 1997.

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 applicants with a

copy of the request, personally or by

mail. Hearing requests should be

received by the SEC by 5:30 p.m. on

March 18, 1997, and should be

accompanied by proof of service on the

applicants, 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.

Applicants: c/o ITT Hartford Group,

Inc., Hartford Plaza, Hartford,

Connecticut 06115.

FOR FURTHER INFORMATION CONTACT:

Kathleen L. Knisely, Staff Attorney, at

(202) 942–0517, or Mary Kay Frech,

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. The HVA Fund is a Maryland

corporation registered under the Act as

an open-end, diversified management

investment company. Shares of the HVA

Fund are sold to separate accounts of

Hartford Life Insurance Company

(‘‘Hartford Life’’) and ITT Hartford Life

and Annuity Insurance Company

(‘‘Hartford Life and Annuity’’) to fund

benefits under variable annuity

contracts and variable insurance

policies issued by Hartford Life and

Hartford Life and Annuity.

2. The U.S. Government Fund is a

Maryland corporation registered under

the Act as an open-end, diversified

management investment company.

Shares of the U.S. Government Fund are

sold to separate accounts of Hartford

Life.

3. The HVA Fund has sold shares to

the following separate accounts:

Hartford Life Separate Account One,

Hartford Life and Annuity Separate

Account One, Hartford Life Separate

Account Two, and Hartford Life DC

Variable Account I (the ‘‘Variable

Annuity Separate Accounts’’), which are

separate accounts established to receive

and invest premiums paid under

variable annuity contracts issued by

Hartford Life and/or Hartford Life and

Annuity; and variable life separate

accounts of Hartford Life.

4. The U.S. Government Fund

currently sells its shares only to

Hartford Life Separate Account Two and

Hartford Life DC Variable Account I,

two of the Variable Annuity Separate

Accounts.

5. The variable insurance policies and

variable annuity contracts offered

through the separate accounts are

referred to collectively as, ‘‘Contracts.’’

Owners of Contracts (‘‘Contractowners’’)

offered through Hartford Life Separate

Account Two and Hartford Life DC

Variable Account I may choose to have

Contract value allocated to sub-accounts

of such accounts. These sub-accounts

invest in shares of the Funds.

6. Hartford Fire Insurance Company is

a wholly-owned subsidiary of ITT

Hartford Group, Inc. (‘‘ITT Hartford’’).

Hartford Life is a wholly-owned

subsidiary of Hartford Fire Insurance

Company. Hartford Life and Annuity is

a wholly-owned subsidiary of Hartford

Life. The Hartford Investment

Management Company (the ‘‘Adviser’’)

is registered under the Investment

Advisers Act of 1940 and serves as

investment adviser to the Funds.

7. Pursuant to the Agreement and

Plan of Reorganization (the ‘‘Plan’’),

applicants propose that the U.S.

Government Fund will transfer all of its
Federal Register / Vol. 62, No. 39 / Thursday, February 27, 1997 / Notices 9005

existing assets to the HVA Fund. In

consideration thereof, the HVA Fund

agrees (a) to assume and pay all of the

obligations and liabilities of the U.S.

Government Fund to the extent that

they exist on or after the closing date (as

defined below) of the reorganization and

(b) to deliver to the U.S. Government

Fund full and fractional shares of

common stock of the HVA Fund equal

to that number of full and fractional

shares of the U.S. Government Fund

then outstanding as determined based

on the relative net asset value per share

of the funds as of the close of the New

York Stock Exchange on the last

business day immediately preceding the

reorganization (the ‘‘Closing Date’’). At

the Closing Date, the U.S. Government

Fund will liquidate and distribute pro

rata to its shareholders the HVA Fund

shares received pursuant to the

reorganization.

8. The reorganization will also require

the consolidation of the corresponding

sub-accounts of the Variable Annuity

Separate Accounts. Hartford Life will

carry out this consolidation on the

Closing Date immediately after the

completion of the HVA Fund’s

acquisition of the U.S. Government

Fund, by issuing units of interest in the

HVA Fund sub-accounts on a pro rata

basis to owners of Contracts who, prior

to the reorganization, owned units in

the U.S. Government Fund subaccounts, in exchange for their units of

the disappearing sub-accounts.

Although this ‘‘exchange’’ would be

nothing more than a bookkeeping

exercise, applicants believe that it

conceivably could be considered to

involve the issuance of new units of the

HVA Fund sub-accounts in exchange for

the assets of the U.S. Government Fund

sub-accounts. The number of full and

fractional units of interest of the HVA

Fund sub-accounts to be issued will be

determined by dividing the aggregate

value of the HVA Fund shares issued to

the U.S. Government Fund sub-account,

by the unit value of the HVA Fund subaccount computed on the Closing Date

using the valuation methods set forth in

the above-noted separate accounts’

current prospectuses.

9. The boards of directors of the

Funds (the ‘‘Boards’’) have determined

that the interests of existing

Contractowners indirectly invested in

the Funds will not be diluted under the

Plan and that the reorganization would

be in the best interests of the funds and

their shareholders. In addition, the

directors of the U.S. Government Fund

noted, in particular, (a) potential

benefits of the reorganization to

shareholders of the U.S. Government

Fund and Contractowners with Contract

values allocated to Hartford Life DC

Variable Account I and Hartford Life

Separate Account Two; (b) the

compatibility of investment objectives,

policies, restrictions, and investment

holdings of the U.S. Government Fund

and the HVA Fund; (c) the terms and

conditions of the Plan which might

affect the price of outstanding shares of

the U.S. Government Fund or interests

of Contractowners indirectly invested

therein; and (d) direct or indirect costs

to be incurred by the U.S. Government

Fund or shareholders thereof or

Contractowners who have indirectly

invested thereon (all of which will be

borne by Hartford Life or Hartford Life

and Annuity). Finally, applicants note

that the larger aggregate net assets

resulting from the reorganization should

enable the combined entities to realize

significant benefits associated with

economies of scale, increased

investment opportunities, and enhanced

portfolio diversification and liquidity.

10. The Boards, including a majority

of those directors who are not

‘‘interested persons’’ (as defined in the

Act), unanimously approved the Plan on

October 22, 1996. The Plan is subject to

the approval of shareholders of the U.S.

Government Fund, and a special

meeting of the shareholders is

scheduled to be held on June 17, 1997.

11. Applicants agree not to make any

material changes to the Plan that affect

the application without the prior

approval of the Commission. Applicants

also will not waive, amend, or modify

any provision of the Plan that is

required by state or federal law in order

to effect the reorganization.

Applicants’ Legal Analysis

1. Section 17(a)(1) of the Act, in

relevant part, prohibits any affiliated

person of a registered investment

company, or any affiliated person of

such a person, acting as principal, from

knowingly selling any security or other

property to that company. Section

17(a)(2) of the Act generally prohibits

the persons described above, acting as

principals, from knowingly purchasing

any security or other property from the

registered investment company.

2. Section 2(a)(3) of the Act defines

the term ‘‘affiliated person’’ of another

person, in relevant part, as: (a) any

person directly or indirectly owning,

controlling, or holding with power to

vote, 5% or more of the outstanding

voting securities of such other person;

(b) any person 5% or more of whose

outstanding voting securities are

directly or indirectly owned, controlled,

or held with power to vote, by such

person; and (c) any person directly or

indirectly controlling, controlled by, or

under common control with, such other

person.

3. Rule 17a–8 under the Act exempts

from section 17(a) mergers,

consolidations or purchases or sales of

substantially all of the assets involving

registered investment companies which

may be affiliated persons, or affiliated

persons of affiliated persons, solely by

reason of having a common investment

adviser, common directors and/or

common officers.

4. ITT Hartford (through the separate

accounts) technically owns 100% of the

shares of each Fund. ITT Hartford

therefore may be an affiliated person of

each Fund and the Funds may each be

‘‘second-tier’’ affiliates of one another.

Moreover, the Funds may be direct

affiliates of each other if they are

considered under the ‘‘common

control’’ of ITT Hartford. Because of

these potential affiliations, the Funds

may not be able to rely on rule 17a–8.

In addition, the separate accounts

cannot rely on rule 17a–8 because they

do not have boards of directors/trustees

to make the findings required by rule

17a–8.

5. Section 17(b) of the Act provides

that the Commission may, upon

application, grant an order exempting

any transaction from the prohibitions of

section 17(a) if the evidence establishes

that the terms of the proposed

transaction, including the consideration

to be paid, are reasonable and fair and

do not involve overreaching on the part

of any person concerned, and that the

proposed transaction is consistent with

the policy of the registered investment

company concerned and with the

general purposes of the Act.

6. Applicants believe that the terms of

the proposed reorganization as set forth

in the Plan, including the consideration

to be paid and received, are reasonable

and fair and do not involve

overreaching on the part of any person

concerned. Applicants also believe that

the proposed reorganization of the

Funds is consistent with the investment

policies of the Funds as recited in their

registration statements and with the

general purposes of the Act.

7. Applicants submit that the terms of

the proposed reorganizations, including

the consideration to be paid and

received, are reasonable and fair to the

applicable separate accounts, including

the sub-accounts investing in the Funds

and to shareholders and Contractowners

invested therein, and do not involve

overreaching on the part of any person

concerned. Furthermore, the proposed

reorganizations will be consistent with

the policies of the separate accounts as

recited in their registration statements
9006 Federal Register / Vol. 62, No. 39 / Thursday, February 27, 1997 / Notices

and with the general purposes of the

Act.

For the Commission, by the Division of

Investment Management, under delegated

authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–4858 Filed 2–26–97; 8:45 am]

BILLING CODE 8010–01–M

[Release No. 35–26673]

Filings Under the Public Utility Holding

Company Act of 1935, as Amended

(‘‘Act’’)

February 21, 1997.

Notice is hereby given that the

following filing(s) has/have been made

with the Commission pursuant to

provisions of the Act and rules

promulgated thereunder. All interested

persons are referred to the application(s)

and/or declaration(s) for complete

statements of the proposed

transaction(s) summarized below. The

application(s) and/or declaration(s) and

any amendments thereto is/are available

for public inspection through the

Commission’s Office of Public

Reference.

Interested persons wishing to

comment or request a hearing on the

application(s) and/or declaration(s)

should submit their views in writing by

March 17, 1997, to the Secretary,

Securities and Exchange Commission,

Washington, DC 20549, and serve a

copy on the relevant applicant(s) and/or

declarant(s) at the address(es) specified

below. Proof of service (by affidavit or,

in case of an attorney at law, by

certificate) should be filed with the

request. Any request for hearing shall

identify specifically the issues of fact or

law that are disputed. A person who so

requests will be notified of any hearing,

if ordered, and will receive a copy of

any notice or order issued in the matter.

After said date, the application(s) and/

or declaration(s), as filed or as amended,

may be granted and/or permitted to

become effective.

Southwestern Electric Power Company,

et al. (70–8987)

Southwestern Electric Power

Company (‘‘SWEPCO’’), 428 Travis

Street, Shreveport, Louisiana 71156,

Public Service Company of Oklahoma

(‘‘PSO’’), 212 E. 6th Street, Tulsa,

Oklahoma 74119, and West Texas

Utilities Company (‘‘WTU’’ and,

collectively with SWEPCO and PSO, the

‘‘Applicants’’), 301 Cypress Street,

Abilene, Texas 79601, each an electric

utility subsidiary of Central and South

West Corporation, a registered holding

company, have filed an application

under sections 9(a) and 10 of the Act

and rule 54 thereunder.

The Applicants propose to lease to

nonaffiliated third parties excess space

in the Applicants’ respective office

buildings and other properties owned or

leased by the Applicants, but not

currently used in the normal course of

their operations.

The properties to be leased shall

include the following types of

properties: office space in buildings

currently owned or leased by the

Applicants; area or local offices, which

typically consist of less than 10,000

square feet; service centers which

include office and warehouse facilities

and which typically consist of less than

20,000 square feet; district or division

offices, which typically consist of less

than 25,000 square feet; excess capacity

in the Applicants’ training facilities;

miscellaneous facilities which are being

held for future use or sale and which

typically consist of less than 10,000

square feet; and other improved and

unimproved land.

All rental payments from

nonaffiliated third parties for excess

space are, and in the future will be,

accounted for as rent from property

devoted to electric operations for the

Applicants that own the relevant

building or property.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–4859 Filed 2–26–97; 8:45 am]

BILLING CODE 8010–01–M

[Investment Company Act Release No.

22524; International Release No. 1057; 812–

10278]

Randgold and Exploration Company

Limited, Inc.; Notice of Application

February 21, 1997.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of Application for

Exemption under the Investment

Company Act of 1940 (the ‘‘Act’’).

APPLICANT: Randgold and Exploration

Company Limited, Inc.

RELEVANT ACT SECTIONS: Applicant seeks

an order under sections 2(b) (9) and 3(b)

(2) of the Act, or alternatively, under

section 6(c) granting an exemption from

all provisions of the Act.

SUMMARY OF APPLICATION: Applicant

seeks an order declaring that it controls

certain companies, notwithstanding that

it owns less than 25% of the voting

securities of these companies, and

declaring that applicant is primarily

engaged in a business other than that of

investing, reinvesting, owning, holding,

or trading in securities. In the

alternative, applicant seeks an order

exempting it from all provisions of the

Act.

FILING DATES: The application was filed

on July 26, 1996, and amended on

November 12, 1996.

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

March 18, 1997, 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, 5 Press Avenue,

Johannesburg 2025, P.O. Box 82291,

Southdale 2135, South Africa.

FOR FURTHER INFORMATION CONTACT:

Mary Kay Frech, Branch Chief, at (202)

942–0564 (Division of Investment

Management, Office of Investment

Company Regulation).

SUPPLEMENTARY INFORMATION: The

following is a summary of the

application. The application may be

obtained for a fee from the SEC’s Public

Reference Branch.

Applicant’s Representations

1. Applicant, a South African

corporation, is a foreign private issuer

whose common shares are listed on the

Johannesburg Stock Exchange.

Applicant is engaged in the gold mining

and exploration business in Africa.

Applicant has a current market

capitalization of over R985 million (US

$229 million) and reported net earnings

of R35 million (US $8 million) for the

last four fiscal quarters ended June 30,

1996. Applicant, together with its direct

subsidiaries, has over 160 employees

worldwide and just over 40,000

employees worldwide if employees of

the Controlled Companies (as

hereinafter defined) are included.

Substantially all of its employees are

engaged in applicant’s business of gold

mining and exploration. Applicant and

its Controlled Companies produce more