Federal Register / Vol. 62, No. 70 / Friday, April 11, 1997 / Notices 17895

effect be converted to a unit investment

trust-type separate account that would

invest in a corresponding series of

Capital Company.

7. On the effective date of the

Transfer, General American, on behalf

of the Separate Account, would transfer

the portfolio assets and related

liabilities of the Separate Account to the

Fund in return for shares of the Fund.

General American would record shares

issued by the Fund as assets of the

Separate Account. The Transfer would

be carried out in compliance with

Section 22(c) of the 1940 Act and Rule

22c–1 thereunder. The value of the net

assets of the Separate Account would be

determined as of the business day

immediately preceding the effective

date of the Transfer. The number of

shares of the Fund to be issued to the

Separate Account would be determined

by dividing the value of net assets to be

transferred from the Separate Account

by the current per share value of the

Fund’s shares. Accordingly, the

interests of the Separate Account

owners in the Fund immediately

following the Transfer would be

equivalent to their interests in the assets

of the Separate Account immediately

prior to the Transfer.

Applicants’ Legal Analysis

1. Section 17(a) of the 1940 Act

provides, in pertinent part, that it is

unlawful for any affiliated person of a

registered investment company, or any

affiliated person of such person, ‘‘(1)

Knowingly to sell any security or other

property to such registered company

* * *; [or] (2) knowingly to purchase

from such registered company * * *

any security or other property. * * * ’’

2. Section 2(a)(3) of the 1940 Act

defines the term ‘‘affiliated person’’ of

another person to include, in pertinent

part, ‘‘(A) any person directly or

indirectly owning, controlling, or

holding with power to vote, 5 per

centum or more of the outstanding

voting securities of such other person;

(B) any person 5 per centum or more of

whose outstanding voting securities are

directly or indirectly owned, controlled,

or held with power to vote, by such

other person; (C) any person directly or

indirectly controlling, controlled by, or

under common control with, such other

person; * * * [and] (E) if such other

person is an investment company, any

investment adviser thereof. * * * ’’

3. Applicants state that each of them

may be deemed to be an affiliated

person or an affiliated person of an

affiliated person of the other Applicant

under Section 2(a)(3) of the 1940 Act

and the Transfer may be deemed to

entail one or more purchases or sales of

securities or property between the

Applicants.

4. Section 17(b) of the 1940 Act

provides that, notwithstanding Section

17(a), any person may file with the

Commission an application for an order

exempting a proposed transaction from

one or more provisions of that

subsection and that the Commission

shall grant such application and issue

such order of exemption if evidence

establishes that ‘‘(1) The terms of the

proposed transaction, including the

consideration to be paid or received, are

reasonable and fair and do not involve

overreaching on the part of any person

concerned; (2) the proposed transaction

is consistent with the policy of each

registered investment company

concerned, as recited in its registration

statement and reports filed under [the

1940 Act]; and (3) the proposed

transaction is consistent with the

general purposes of [the 1940 Act].’’

5. Applicants submit that the

proposed Transfer would benefit the

Fund. According to the Applicants,

when a new series of an investment

company is established, expenses

usually remain relatively high and

investments are limited until the asset

size of the new series reaches a high

enough level to support expenses and

permit the necessary latitude in

investment discretion. The transfer of

the Separate Account’s assets (valued at

approximately $47.5 million as of

November 1, 1996) to the Fund would

avoid these problems.

6. Applicants represent that the

Transfer would be effected in

conformity with Section 22(c) of the

1940 Act and Rule 22c–1 thereunder.

Applicants further represent that, after

the Transfer, Contract owners would

have interests that, in practical

economic terms, do not differ in any

measurable way from such interests

immediately prior to the Transfer.

7. Applicants state that the Transfer

would not require the liquidation of any

assets of the Separate Account or

Capital Company because the Transfer

would take the form of an exchange of

portfolio securities of the Separate

Account for shares of the Fund. Because

the investment policies and restrictions

of the Separate Account are identical to

those of the Fund, the only sale of

Separate Account assets following the

transfer would be those arising in the

ordinary course of business. Therefore,

neither the Separate Account nor

Capital Company will incur any

extraordinary costs, such as brokerage

commissions, in effecting the transfer of

assets, as would be the case if the

Separate Account were required to

liquidate its portfolio in order to

purchase shares of the Fund, and the

Fund, in turn, were to use such

purchase proceeds for investment in

portfolio securities. Nor will the

Separate Account be forced to sustain

losses caused by the untimely sale of

one or more of its portfolio securities.

8. Applicants submit that the transfer

of assets of the Separate Account to the

Fund, which assets have been

purchased under investment objectives,

policies, and restrictions identical to

those of the Fund, would be consistent

with the objectives and policies of the

Fund.

9. Applicants submit that the Transfer

would be consistent with the general

purposes of the 1940 Act by avoiding

the possibility that the Fund or the

Separate Account would incur

unnecessary expenses or losses in

connection with the Transfer.

Conclusion

For the reasons and upon the facts set

forth above, the terms of the proposed

Transfer, including the consideration to

be paid and received, are: (a) fair and

reasonable and do not involve

overreaching on the part of any person

concerned; (b) consistent with the

policy of each registered investment

company concerned, as recited in its

registration statements and reports filed

under the 1940 Act; and, (c) consistent

with the general purposes of the 1940

Act. Accordingly, Applicants submit

that the terms of the proposed Transfer

meet the standards for exemption from

Section 17(a) of the 1940 Act as set forth

in Section 17(b) thereof.

For the Commission, by the Division of

Investment Management, under delegated

authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–9345 Filed 4–10–97; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

Issuer Delisting; Notice of Application

To Withdraw From Listing and

Registration; (Greif Bros. Corporation,

Class A Common Stock, Without Par

Value) File No. 1–566

April 7, 1997.

Greif Bros. Corporation (‘‘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’’)
17896 Federal Register / Vol. 62, No. 70 / Friday, April 11, 1997 / Notices

from listing and registration on the

Chicago Stock Exchange, Inc. (‘‘CHX’’).

The reasons cited in the application

for withdrawing the Security from

listing and registration include the

following:

The Security of the Company is also

listed on and traded through the Nasdaq

National Market System. The Company

wishes to eliminate the additional cost

associated with having its Security

listed and traded on two markets.

Additionally, because of the low volume

of trading in the Security on the CHX,

the Company does not believe it is

necessary to maintain its listing on such

exchange. The Company has complied

with the Rules of the CHX by filing an

application to delist its Security from

the CHX.

Any interested person may, on or

before April 28, 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 exchange 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. 97–9349 Filed 4–10–97; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Investment Company Act Release No.

22600; 811–4313]

Lord Abbett California Tax-Free

Income Fund, Inc.; Notice of

Application

April 4, 1997.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of application for

deregistration under the Investment

Company Act of 1940 (the ‘‘Act’’).

APPLICANT: Lord Abbett California TaxFree Income Fund, Inc.

RELEVANT ACT SECTION: Section 8(f).

SUMMARY OF APPLICATION: Applicant

requests an order declaring that it has

ceased to be an investment company.

FILING DATE: The application was filed

on March 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 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 29, 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, 767 Fifth Avenue, New York,

New York 10153.

FOR FURTHER INFORMATION CONTACT:

Diane L. Titus, Paralegal Specialist, at

(202) 942–0584, or H.R. Hallock, Jr.,

Special Counsel, 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 an open-end,

diversified management investment

company, organized as a corporation

under the laws of the State of Maryland.

On June 1, 1985 applicant registered

under the Act and filed a registration

statement to register its shares under the

Securities Act of 1933. Applicant’s

registration statement became effective

on August 27, 1985, after which it

commenced the initial public offering of

its shares.

2. On March 14, 1996, applicant’s

board of directors approved the terms of

an Agreement and Plan of

Reorganization (the ‘‘Agreement’’)

involving applicant and the California

Series (the ‘‘Acquiring Fund’’), a series

of another open-end investment

company, Lord Abbett Tax-Free Income

Fund, Inc. The Agreement provided for

the transfer of all the assets of applicant

in exchange for Class A shares of the

Acquiring Fund and the assumption by

the Acquiring Fund of all of applicant’s

liabilities (the ‘‘Reorganization’’).

Applicant’s board of directors, in

accordance with rule 17a–8 under the

Act, determined that the Reorganization

was in applicant’s best interest and

would not result in any dilution to the

interests of applicant’s existing

shareholders.

3. A registration statement on Form

N–14 was filed with the SEC on March

1, 1996 and declared effective on April

24, 1996. The proxy statement/

prospectus contained in such

registration was furnished to applicant’s

shareholders on or about April 24, 1996.

The shareholders of applicant approved

the Reorganization with the Acquiring

Fund at a meeting held on June 19,

1996.

4. On July 12, 1996, the Acquiring

Fund carried out the Reorganization by

acquiring applicant’s assets in exchange

for its Class A shares. The number of

full and fractional shares of the

Acquiring Fund that were issued to

applicant’s shareholders was

determined on the basis of the relative

net asset values per share and the

aggregate net assets of the Acquiring

Fund and applicant as of the close of

business on the New York Stock

Exchange on July 12, 1996. At that time,

applicant had 26,886,250 shares of

common stock outstanding at a net

value per share of $10.28 and aggregate

net assets of $276,270,190. Because the

Acquiring Fund was a newly-created

entity without assets, there were issued

the same number of full and fractional

shares of the Acquiring Fund, at the

same net asset value per share, as were

held by shareholders of applicant as of

the close of business on July 12, 1996.

5. The total expenses incurred by

applicant and the Acquiring Fund in

connection with the Reorganization

were approximately $66,375. Of these

expenses, $64,105 were incurred by

applicant. These expenses include

printing expenses, solicitation expenses,

legal fees, mailing expenses, audit fees

and expenses, and filing fees. To the

extent applicant did not pay any such

expenses prior to the effective date of

the Reorganization, they have been

assumed by the Acquiring Fund.

6. Applicant has no assets, debts or

liabilities. Applicant is neither engaged

in nor proposes to engage in any

business activities other than those

necessary for the winding up of its

affairs. Applicant is not a party to any

litigation or administrative proceeding.

7. Applicant intends to file a

Certificate of Dissolution with the State

of Maryland.

For the SEC, by the Division of Investment

Management, under delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–9346 Filed 4–10–97; 8:45 am]

BILLING CODE 8010–01–M