Federal Register / Vol. 62, No. 67 / Tuesday, April 8, 1997 / Notices 16879

1Rule 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.

ACTION: Notice of Application for

Deregistration under the Investment

Company Act of 1940 (the ‘‘Act’’).

APPLICANT: PaineWebber/Kidder,

Peabody Premium Account Fund.

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.

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, NW., Washington, DC 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 Representations

1. Applicant is an open-end

management investment company

organized as a Massachusetts business

trust. On January 13, 1982, applicant

filed a Notification of Registration under

the Act. On January 15, 1982, applicant

filed a Registration Statement under the

Act and the Securities Act of 1933,

which became effective on May 7, 1982,

and the initial public offering of shares

commenced thereafter. On January 30,

1995, applicant’s name was changed

from ‘‘Kidder, Peabody Premium

Account Fund’’ 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

Termination (‘‘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.

3. Applicant distributed a combined

prospectus and proxy statement to

securityholders of applicant on or about

January 5, 1996, and 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

securityholders’ 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 528,420,026

shares of applicant outstanding, having

an aggregate net asset value of

$528,254,922 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

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 expenses incurred in

connection with the Plan were

approximately $65,000 for legal

expenses, $30,000 for printing and

mailing communications to

securityholders, $182,157 for SEC

registration fees, and miscellaneous

accounting and administrative

expenses. These expenses totalled

approximately $300,000, 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 intends to file an

Officer’s Certificate with the Office of

the Secretary of the Commonwealth of

Massachusetts to terminate its existence.

For the SEC, by the Division of Investment

Management, under delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–8930 Filed 4–7–97; 8:45 am]

BILLING CODE 8010–01–M

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’’).

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.
16880 Federal Register / Vol. 62, No. 67 / Tuesday, April 8, 1997 / Notices

1Rule 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.

1The signatories to the Plan, i.e., the National

Association of Securities Dealers, Inc. (‘‘NASD’’),

and the Chicago Stock Exchange, Inc. (‘‘Chx’’)

(previously, the Midwest Stock Exchange, Inc.),

Philadelphia Stock Exchange, Inc. (‘‘Phlx’’), and the

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

‘‘Participants.’’ The BSE, however, joined the Plan

as a ‘‘Limited Participant,’’ and reports quotation

information and transaction reports only in Nasdaq/

NM (previously referred to as ‘‘Nasdaq/NMS’’)

securities listed on the BSE. Originally, the

American Stock Exchange, Inc. (‘‘Amex’’), was a

Participant to the Plan, and withdrew from

participation in the Plan in August 1994.

2See letter from Robert E. Aber, Vice President

and General Counsel, Nasdaq, to Jonathan G. Katz,

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.

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

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 34–38457; File No. S7–24–89]

Joint Industry Plan; Solicitation of

Comments and Order Approving

Request To Extend Temporary

Effectiveness of Reporting Plan for

Nasdaq/National Market Securities

Traded on an Exchange on an Unlisted

or Listed Basis, Submitted by the

National Association of Securities

Dealers, Inc., and the Boston, Chicago

and Philadelphia Stock Exchanges

March 31, 1997.

On March 27, 1997, the National

Association of Securities Dealers, Inc.,

on behalf of itself and the Boston,

Chicago, and Philadelphia Stock

Exchanges (collectively,

‘‘Participants’’) 1 submitted to the

Commission a request 2 to extend the