Federal Register / Vol. 62, No. 44 / Thursday, March 6, 1997 / Notices 10301

1Applicant and Franklin Custodian Funds, Inc.,

may be deemed to be affiliated persons of each

other solely by reason of having a common

investment adviser, common director, and/or

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 from certain purchases and sales among

investment companies that are affiliated persons of

each other solely by reason of having a common

investment adviser, common directors, and/or

common officers.

[Investment Company Act Release No.

22533; 811–5331]

Hampton Utilities Trust; Notice of

Application

February 27, 1997.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of Application for

Deregistration under the Investment

Company Act of 1940 (the ‘‘Act’’).

APPLICANT: Hampton Utilities Trust.

RELEVANT ACT SECTION: Section 8(f).

SUMMARY OF APPLICATION: Applicant

requests an order declaring that it has

ceased to be an investment company.

FILING DATES: The application was filed

on December 3, 1996 and amended on

February 21, 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 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 24, 1997, and should be

accompanied by proof of service on the

applicant, in the form of an affidavit or,

for lawyers, a certificate or 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, 777 Mariners Island Blvd.,

San Mateo, California 94404.

FOR FURTHER INFORMATION CONTACT:

Diane L. Titus, Paralegal Specialist, at

(202) 942–0584, or 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 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 business trust

under the laws of the Commonwealth of

Massachusetts. On September 15, 1987,

applicant registered under section 8(a)

of the Act and filed a registration

statement on Form N–2 pursuant to

section 8(b) of the Act and the Securities

Act of 1933 to register its shares of

beneficial interest. On March 7, 1988,

applicant’s registration statement was

declared effective, and the initial public

offering of applicant’s shares

commenced on the same date.

2. On December 16, 1993, applicant’s

board of trustees approved an

Agreement and Plan of Reorganization

(the ‘‘Agreement’’) between applicant

and Franklin Custodian Funds, Inc. on

behalf of its Utilities Series, pursuant to

which applicant would transfer

substantially all of its assets to the

Utilities Series in exchange for shares of

common stock of Utilities Series. In

accordance with rule 17a–8 of the Act,

applicant’s board determined that the

sale of applicant’s assets to Utilities

Series was in the best interests of

applicant and that the interests of the

existing shareholders would not be

diluted as a result of the sale.1

3. The board’s conclusion was based

on a number of factors, including that

the sale of applicant’s assets to the

Utilities Series in exchange for shares of

Utilities Series would permit

shareholders to pursue their investment

goals in a larger fund with enhanced

ability to effect portfolio transactions on

more favorable terms and with greater

investment flexibility. The board also

considered that as shareholders of an

open-end fund, the holders of

applicant’s Capital Shares would have

redemption rights and exchange

privileges that were not previously

available.

4. As of March 7, 1994, applicant was

a closed-end investment company with

two classes of shares outstanding: The

Cumulative Preferred Shares and the

Capital Shares. On that date, in

accordance with applicant’s Restated

Declaration of Trust, dated December

16, 1993, all of the Cumulative Preferred

Shares were redeemed by applicant in

cash at $50.00 per share.

5. On or about May 30, 1994, proxy

materials soliciting shareholder

approval of the Agreement were

furnished to holders of applicant’s

Capital Shares and filed with the SEC.

Applicant’s shareholders approved the

Agreement at an annual meeting held on

July 14, 1994.

6. On August 4, 1994, there were

1,032,684 Capital Shares of applicant

outstanding at a net asset value of

$12.54 per share. At such date, aggregate

net assets amounted to $12,950,208.48.

7. On August 5, 994 (the ‘‘Closing

Date’’), applicant transferred

substantially all of its net assets to the

Utilities Series in exchange solely for

shares of common stock of Utilities

Series having an aggregate net asset

value equal to the aggregate value of net

assets transferred. The number of shares

was determined by dividing the

aggregate value of applicant’s assets to

be transferred on the Closing Date by the

net asset value per share of common

stock of Utilities Series as of 1:00 p.m.

Pacific time on Closing Date. Shares of

Utilities Series were distributed to the

holders of applicant’s Capital Shares pro

rata in accordance with their respective

interest in applicant.

8. The expenses incurred in

connection with the reorganization were

approximately $90,370. These expenses

included printing and mailing costs for

proxy materials and related documents.

One half of these costs were borne by

Franklin Advisers, Inc. through a

reimbursement of the amounts

advanced by applicant and Utilities

Series, and the remainder of the costs

were borne by applicant.

9. Applicant has no securityholders,

assets, or liabilities. Applicant is not a

party to any litigation or administration

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. A Notice of Termination of Trust

was filed with the Massachusetts

Secretary of State on October 4, 1994.

For the SEC, by the Division of Investment

Management, under delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–5468 Filed 3–5–97; 8:45 am]

BILLING CODE 8010–01–M

[Release No. 35–26679]

Filings Under the Public Utility Holding

Company Act of 1935, as amended

(‘‘Act’’)

February 28, 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