[Federal Register Volume 62, Number 71 (Monday, April 14, 1997)]
[Notices]
[Pages 18159-18160]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 97-9460]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 22603; 811-5764]


Tri-Magna Corporation; Notice of Application

April 7, 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: Tri-Magna Corporation.

RELEVANT SECTION OF ACT: Order requested under 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 August 27, 1996, and amended 
on February 20, 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 May 2, 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, NW., Washington, DC 20549. 
Applicant, 205 East 42nd Street, Suite 2020, New York, NY 10017.

FOR FURTHER INFORMATION CONTACT:
H.R. Hallock, Jr., Special Counsel, at (202) 942-0564, or Mercer E. 
Bullard, 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 summary includes information from a prior application 
by applicant and certain affiliates that was granted on May 21, 1996 
and has been incorporated in the application by reference.\1\ The 
complete application and prior application incorporated by reference 
may be obtained for a fee at the SEC's Public Reference Branch.
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    \1\ Medallion Financial Corp., Investment Company Act Release 
Nos. 21915 (April 24, 1996) (notice) and 21969 (May 12, 1996) 
(order).
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Applicant's Representations

    1. Applicant is a closed-end management investment company. It was 
organized as a Delaware corporation in 1989 for the purpose of 
acquiring all the outstanding voting capital stock of Medallion Funding 
Corp. (``MFC''), a New York corporation registered under the Act since 
1981 as a closed-end investment company and licensed by the Small 
Business Administration (``SBA'') as a Specialized Small Business 
Investment Company.
    2. On February 3, 1989, Applicant registered under section 8(a) of 
the Act by filing a Form N-8A. On the same date, applicant filed a 
registration statement on Form N-14 under the Securities Act of 1933 to 
register 665,900 shares of common stock. Such registration statement 
became effective and applicant commenced an initial public offering of 
its shares on April 21, 1989.
    3. Applicant's business consisted primarily of making loans through 
MFC and another wholly-owned subsidiary, Medallion Taxi Media, Inc. 
(``Media''), to finance the purchase of taxicab medallions, taxicabs 
and related assets by persons defined by the SBA as socially or 
economically disadvantaged. After 1992, several trends affecting the 
finance industry in general and applicant in particular had combined to 
produce lower yields on applicant's loan portfolio and corresponding 
smaller shareholder returns.
    4. Applicant's management pursued several alternatives to resolve 
these ongoing problems. Management first considered raising additional 
capital through an offering of applicant's common stock. Then, after 
receiving a uniformly negative response to any such offering in 
meetings with investment bankers, the board of directors directed 
management to pursue efforts to sell applicant. Management did not 
succeed, however, in obtaining any offer to buy applicant at any price.
    5. Subsequently, in January 1995, management began to consider a 
purchase of applicant and, in May 1995, submitted a proposal to 
applicant's board that involved the acquisition of applicant and 
certain other similar companies by Medallion Financial Corp. 
(``Medallion''). Medallion, a business development company under the 
Act, was organized in 1995 for the purpose of acquiring applicant and 
such other companies. Medallion proposed to acquire all of applicant's 
outstanding shares in a cash merger at a price of $20 per share.
    6. In August 1995, an independent committee of applicant's board 
engaged Gruntal & Co., Inc. (``Gruntal''), to evaluate the fairness of 
Medallion's proposal. Gruntal provided its opinion, by letter dated 
October 11, 1995, that the terms of the proposed merger were fair to 
applicant and its shareholders. Using discounted cash flow and other 
analyses, Gruntal valued applicant's shares at between $19.57 and 
$27.79, before applying a discount of up to 30% to account for the 
limited trading market for applicant's common stock and other items.
    7. Based on their review of Gruntal's opinion, the independent 
directors recommended that applicant's board approve an Agreement of 
Merger (the ``Agreement'') with Medallion. At a meeting on October 18, 
1995, applicant's full board approved the Agreement, which was executed 
on December 21, 1995.
    8. As of March 31, 1996, applicant had 668,900 shares of common 
stock outstanding and a net asset value of $17,505,681, or $26.17 per 
share. Applicant states that such valuation omits the effect of an 
arrangement with the SBA under which applicant in 1995 had repurchased 
its preferred stock owned by the SBA at a substantial discount. Under 
this arrangement, the SBA retained a liquidating interest based on the 
amount of the discount, which initially amounted to more than $6 
million, or approximately $9.00 per share. Applicant treated the full 
amount of the discount, which was amortizable over a five year period, 
as an increase in capital. In connection with the merger, Medallion 
agreed to assume liability for any payment due on the liquidating 
interest. Accordingly, when the liquidating interest is considered, 
applicant asserts that the $20 per share merger price for its shares is 
greater than its net asset value per share.
    9. In April 1996, the board renegotiated the Agreement to permit

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applicant's payment of an additional dividend of $0.50 per share to its 
shareholders plus the accumulated earnings, if any, of Media. 
Consummation of the merger was conditioned on, among other things, 
approval by a majority of applicant's shareholders and by certain 
governmental agencies and other third parties, including the SEC and 
SBA.
    10. On May 21, 1996, Medallion, MFC, applicant and two individual 
affiliates of both Medallion and applicant obtained an SEC order under 
sections 6(c), 17(b) and 57(c) of the Act granting exemptions from 
various provisions of the Act and permitting certain joint transactions 
in connection with the proposed merger. Proxy materials concerning the 
merger were filed with the SEC and distributed to applicant's 
shareholders. At a meeting on May 22, 1996, by resolution adopted by 
80% of shareholders, applicant's shareholders approved the merger with 
Medallion.
    11. On May 29, 1996, pursuant to the terms of the Agreement, 
applicant merged with and into Medallion. In connection with the 
merger, applicant distributed to shareholders an amount from current 
earnings sufficient to preserve its tax status and transferred to 
Medallion its only assets, consisting of the securities of MFC and 
Media. In exchange, applicant's shareholders received $20 per share in 
cash and the right to receive the two additional dividend distributions 
provided for under the Agreement. These dividents were paid on July 8 
and August 22, 1996, respectively, in the amounts of $0.50 and $0.31 
per share.
    12. Applicant and Medallion each bore their respective costs and 
expenses incurred in negotiating and entering into the Agreement and 
thereafter consummating the merger. The Agreement required applicant to 
pay or reimburse Medallion for up to the lesser of $200,000 or one-
third of the aggregate amount of certain ``joint'' expenses, such as 
legal, accounting and filing fees, incurred in connection with the 
merger. It was estimated before the merger that these expenses would 
exceed $600,000, and they in fact exceeded $1 million. Accordingly, 
applicant reimbursed Medallion for the full $200,000.
    13. On May 29, 1996, a certificate of merger was filed with the 
Secretary of State of Delaware, pursuant to which applicant was merged 
with and into Medallion, with Medallion being the surviving 
corporation.
    14. Applicant has no assets, or any debts or other liabilities. 
There are no shareholders of applicant to whom distributions in 
complete liquidation of their interests have not been made, and 
applicant has no remaining shareholders. Applicant is not a party to 
any litigation or administrative proceeding.

    For the SEC, by the Division of Investment Management, under 
delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 97-9460 Filed 4-11-97; 8:45 am]
BILLING CODE 8010-01-M