[Federal Register Volume 62, Number 67 (Tuesday, April 8, 1997)]
[Notices]
[Pages 16879-16880]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 97-8932]


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SECURITIES AND EXCHANGE COMMISSION

[Rel. No. IC-22591; 811-2928]


PaineWebber/Kidder, Peabody Cash Reserve Fund, Inc.; Notice of 
Application

April 1, 1997.
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: PaineWebber/Kidder, Peabody Cash Reserve Fund, Inc.

RELEVANT ACT SECTION: Order requested under 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 9, 1996 and amended 
on March 26, 1997.


[[Page 16880]]


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 April 28, 1997, 
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, 1285 Avenue of the Americas, New York, NY 10019.

FOR FURTHER INFORMATION CONTACT: Lisa McCrea, Staff Attorney (202) 942-
0562, or Mercer E. Bullard, Branch Chief, (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 Representation

    1. Applicant is an open-end management investment company, 
organized as a Maryland corporation. On June 6, 1979, applicant filed a 
Notification of Registration under the Act and a Registration Statement 
under the Act and Securities Act of 1933, which became effective on 
August 17, 1979. Applicant's initial public offering of shares 
commenced thereafter. On January 30, 1995, applicant's name was changed 
from ``Kidder, Peabody Cash Reserve Fund, Inc.'' to its current name.
    2. On July 20, 1995, the Board of Trustees of applicant (``Board'') 
adopted resolutions approving an Agreement and Plan of Reorganization 
and Dissolution (``Plan'') between applicant and PaineWebber RMA Money 
Fund, Inc. (``PW Corporation''), on behalf of its series, PaineWebber 
RMA Money Market Portfolio (``PW Fund''). Pursuant to rule 17a-8 under 
the Act,\1\ applicant's Board determined that the proposed 
reorganization was in the best interests of applicant and that the 
interests of its securityholders would not be diluted as a result of 
the reorganization. The Board considered the following factors: 
compatibility of investment objectives, policies and restrictions; the 
effect of the reorganization on the expense ratio of PW Fund relative 
to its and applicant's current expense ratios; possible alternatives to 
the reorganization, including continued operation on a stand-alone 
basis or liquidation.
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    \1\ Rule 17a-8 provides an exemption from section 17(a) of the 
Act for certain reorganizations among registered investment 
companies that may be affiliated persons, or affiliated persons of 
an affiliated person, solely by reason of having a common investment 
adviser, common directors, and/or common officers.
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    3. Applicant distributed a combined prospectus and proxy statement 
to securityholders of applicant on or about January 5, 1996, and 
applicant filed definitive materials with the SEC on January 23, 1996. 
On February 13, 1996, the securityholders of applicant approved the 
Plan.
    4. Pursuant to the Plan, PW Corporation, on behalf of PW Fund, 
acquired all right, title and interest in and to the assets of 
applicant in exchange for shares of common stock in PW Fund 
(collectively, the ``Closing Shares'') and the assumption of the 
liabilities of applicant. On February 20, 1996 (the ``Closing Date''), 
applicant distributed to its securityholders the Closing Shares of PW 
Fund received by applicant, in exchange for such secuityholders' 
holdings of applicant's shares. Also on the Closing Date, applicant 
paid its securityholders a dividend to distribute its investment 
company taxable income for the current taxable year through the Closing 
Date. The number of shares of PW Fund issued to applicant had an 
aggregate net asset value equal to the aggregate value of applicant's 
assets transferred to PW Fund as of the Closing Date. As of the Closing 
Date, there were 881,401,323 shares to applicant outstanding, having an 
aggregate net asset value of $881,308,148 and a per share net asset 
value of $1.00. The liquidation and distribution were accomplished by 
opening accounts on the books of PW Fund in the names of the 
securityholders of applicant and transferring the Closing Shares 
credited to the accounts of applicant on the books of PW Fund. Each 
such account so opened was credited with the securityholder's 
respective, pro rata number of Closing Shares. There are no 
securityholders of applicant to whom distributions in complete 
liquidation of their interests have not been made.
    5. The expense incurred in connection with the Plan were 
approximately $65,000 for legal expenses, $100,000 for expenses of 
printing and mailing communications to securityholders, $304,000 for 
SEC registration fees, and miscellaneous accounting and administrative 
expenses. These expenses totalled approximately $475,000, and were 
borne by the applicant and PW Fund in proportion to their respective 
net assets. No brokerage commissions were paid in connection with the 
reorganization.
    6. Applicant has no securityholders, assets, debts, or liabilities. 
Applicant is not a party to any litigation or administrative 
proceedings. Applicant is not now engaged, and does not propose to 
engage, in any business activities other than those necessary for 
winding-up of its affairs.
    7. Applicant filed Articles of Transfer (``Articles'') with the 
Maryland State Department of Assessments and Taxation (``Department''). 
The Department received and approved the Articles on February 20, 1996. 
Applicant intends to file Articles of Dissolution with the Department.

    For the SEC, by the Division of Investment Management, under 
delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 97-8932 Filed 4-7-97; 8:45 am]
BILLING CODE 8010-01-M