Federal Register / Vol. 62, No. 71 / Monday, April 14, 1997 / Notices 18157

For further details with respect to this

proposed action, see the application

from the Toledo Edison Company and

CSC dated December 13, 1996, and the

supplemental letter dated February 14,

1997 (from Licensees’ counsel), which

are available for public inspection at the

Commission’s Public Document Room,

the Gelman Building, 2120 L Street,

NW., Washington, DC, and at the local

public document room located at the

University of Toledo, William Carlson

Library, Government Documents

Collection, 2801 West Bancroft Avenue,

Toledo, Ohio 43606.

Dated at Rockville, Maryland, this 8th day

of April 1997.

For the Nuclear Regulatory Commission.

Allen G. Hansen,

Project Manager, Project Directorate III–3,

Division of Reactor Projects III/IV, Office of

Nuclear Reactor Regulation.

[FR Doc. 97–9557 Filed 4–11–97; 8:45 am]

BILLING CODE 7590–01–P

NUCLEAR REGULATORY

COMMISSION

[Docket No. 50–213]

Receipt of Petition for Director’s

Decision Under 10 CFR 2.206

Notice is hereby given that by a

Petition dated March 11, 1997, Ms.

Rosemary Bassilakis on behalf of the

Citizens Awareness Network and the

Nuclear Information and Resource

Service requested the U.S. Nuclear

Regulatory Commission (NRC or

Commission) to take action with regard

to the Connecticut Yankee Atomic

Power Company Haddam Neck Plant.

This letter is being treated as a Petition

pursuant to 10 CFR 2.206.

The Petition requests a modification

of the license of the Connecticut Yankee

Atomic Power Company’s Haddam

Neck Plant that would prohibit any

decommissioning activity for at least six

months without any contamination

events occurring, enforcement action

against this licensee by means of a large

civil penalty and that the facility be

placed on the NRC watch list.

The Petition is being treated pursuant

to 10 CFR 2.206 of the Commission’s

regulations, and has been referred to the

Director of Nuclear Reactor Regulation

(NRR). As provided by Section 2.206,

appropriate action will be taken on this

Petition within a reasonable time.

Petitioner’s March 11 request has

been made available in the

Commission’s Public Document Room,

2120 L Street, NW., Washington, DC

20555.

Dated at Rockville, Maryland this 3rd day

of April 1997.

For the Nuclear Regulatory Commission.

Samuel J. Collins,

Director, Office of Nuclear Reactor

Regulation.

[FR Doc. 97–9559 Filed 4–11–97; 8:45 am]

BILLING CODE 7590–01–P

POSTAL RATE COMMISSION

Sunshine Act Meeting

AGENCY: Postal Rate Commission.

TIME AND DATE: 10:30 a.m., May 13,

1997.

PLACE: Conference Room, 1333 H Street,

NW., Suite 300, Washington, DC 20268.

STATUS: Closed.

MATTERS TO BE CONSIDERED: Docket No.

MC96–2, Classroom Mail Rates.

CONTACT PERSON FOR MORE INFORMATION:

Margaret P. Crenshaw, Secretary, Postal

Rate Commission, Suite 300, 1333 H

Street, NW., Washington, DC 20268–

0001, Telephone (202) 789–6840.

Margaret P. Crenshaw,

Secretary

[FR Doc. 97–9619 Filed 4–10–97; 11:27 am]

BILLING CODE 7710–FW–P

RAILROAD RETIREMENT BOARD

Notification of Items Added to Agenda

On April 9, 1997, the Board voted

unanimously to add the following items

to the open portion of its agenda for the

April 16, 1997 Board Meeting:

(7) Requests to Post Field Service

Vacancies

A. One permanent GS–09 Contact

Representative position in the Tampa,

FL, district office.

B. One permanent GS–10 Contact

Representative position and one

permanent GS–09 Contact

Representative position, both in the

Nashville, TN, district office.

C. One GS–10 Contact Representative

position in the Oakland, CA, district

office.

D. One GS–09 Contact Representative

position in the Salt Lake City, UT,

district office; and one GS–09 Contact

Representative position in the West

Covina, CA, district office.

E. One permanent GS–10 Contact

Representative position in the Portland,

OR, district office.

Dated: April 9, 1997.

Beatrice Ezerski,

Secretary to the Board.

[FR Doc. 97–9634 Filed 4–10–97; 8:45 am]

BILLING CODE 7905–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Rel. No. IC–22604; 812–10378]

Arnhold and S. Bleichroeder, Inc.;

Notice of Application for Permanent

Order

April 7, 1997.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of application for

Permanent Order of Exemption under

the Investment Company Act of 1940

(the ‘‘Act’’).

APPLICANT: Arnhold and S.

Bleichroeder, Inc. (‘‘A&SB’’).

RELEVANT ACT SECTIONS: Order requested

under section 9(c) of the Act granting an

exemption from section 9(a).

SUMMARY OF APPLICATION: A&SB has

requested an order under section 9(c) of

the Act exempting it from section 9(a)

to the extent necessary to permit A&SB

to employ an individual who is subject

to a securities-related injunction.

FILING DATES: The application was filed

on October 2, 1996, and was amended

on February 6, 1997, and April 1, 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 A&SB 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 A&SB, 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.

A&SB, 45 Broadway, New York, New

York 10006.

FOR FURTHER INFORMATION CONTACT:

Brian T. Hourihan, Senior Counsel, at

(202) 942–0526, 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 complete application

may be obtained for a fee from the SEC’s

Public Reference Branch.
18158 Federal Register / Vol. 62, No. 71 / Monday, April 14, 1997 / Notices

1SEC Litigation Release No. 11817 (July 26,

1988).

Applicant’s Representations

1. A&SB, a New York corporation, is

a registered broker-dealer and parent to

Arnhold and S. Bleichroeder Advisers

(‘‘A&SB Advisers’’), a registered

investment adviser. A&SB serves as the

principal underwriter to, and A&SB

Advisers serves as the investment

adviser to, First Eagle Fund of America,

Inc. and First Eagle International Fund,

Inc., both registered open-end

investment companies (the ‘‘Funds’’).

2. A&SB proposes to employ Geoffrey

W. Collier (‘‘Mr. Collier’’) as senior vice

president in its institutional equity

department. Mr. Collier’s primary

responsibility at A&SB will be to work

with its institutional equity businesses.

He will coordinate the effort among

A&SB’s institutional sales, research and

sales trading areas, and evaluate and

make recommendations with respect to

staff, products and process. Mr. Collier

will report directly to Mr. John P.

Arnhold (‘‘Mr. Arnhold’’), Co-President

and Director of A&SB. He will work

with Mr. Arnhold on personnel issues

and strategic planning but will not have

unilateral decision-making authority in

these areas. He will not be responsible

for proprietary trading, market-making,

underwriting, or corporate finance

activities or have supervision over

employees’ personal trading activities.

3. Mr. Collier is subject to a securitiesrelated injunction, as described below.

On July 20, 1988, in an action instituted

by the SEC, Mr. Collier consented to the

entry of a final judgment and order of

permanent injunction (the ‘‘Injunction’’)

by the United States District Court for

the Central District of California. 1 The

court permanently enjoined Mr. Collier

from violating section 10(b) of the

Securities Exchange Act of 1934 (the

‘‘Exchange Act’’) and rule 10b–5

thereunder. The SEC’s complaint

alleged that Mr. Collier, between August

and November 1986, violated section

10(b) and rule 10b–5 with respect to

several trades in the securities of

Cadbury-Schweppes, PLC and

Associated Engineering, PLC (the

‘‘United Kingdom Corporations’’). At

that time, Mr. Collier was a managing

director of Morgan Grenfell Securities,

Ltd. (‘‘Morgan Grenfell’’) in charge of

securities trading. The complaint

alleged that Mr. Collier, through his

position at Morgan Grenfell, learned

that Morgan Grenfell was assisting two

U.S. corporations in an attempt to

acquire the United Kingdom

Corporations in two unrelated

transactions. The complaint further

alleged that Mr. Collier made use of this

material non-public information to

cause an off-shore corporation that he

controlled to purchase shares of the

United Kingdom Corporations’ stock.

Mr. Collier was also charged in the

United Kingdom in connection with the

same activities. Applicants represent

that no foreign regulatory authority has

ever made any finding set forth in

section 9(b)(4) of the Act, with respect

to Mr. Collier. A&SB requests exemptive

relief to permit it to employ Mr. Collier.

Applicant’s Legal Analysis

1. Section 9(a)(2) of the Act, in

pertinent part, disqualifies any person

from acting in the capacity of employee,

officer, director, member of an advisory

board, investment adviser, or depositor

for any registered investment company,

or principal underwriter for any

registered open-end company, registered

unit investment trust, or registered face

amount company, if such person is, by

reason of any misconduct, permanently

or temporarily enjoined from acting as

an underwriter, broker, dealer, or

investment adviser, or as an affiliated

person or employee of an investment

company, or from engaging in or

continuing any conduct or practice in

connection with any such activity or in

connection with the purchase or sale of

any security. A company with an

employee or other affiliated person

ineligible to serve in any of these

capacities under section 9(a)(2) is

similarly ineligible by reason of section

9(a)(3) of the Act.

2. Section 9(c) of the Act provides

that, upon application, the SEC shall

grant an exemption from the

disqualification provisions of section

9(a), either unconditionally or on an

appropriate temporary or other

conditional basis, if it is established that

the prohibitions of section 9(a), as

applied to an applicant, are unduly or

disproportionately severe or that the

conduct of such person has been such

that it would not be against the public

interest or protection of investors to

grant such application.

3. A&SB believes that, absent relief,

Mr. Collier’s employment would cause

it to become disqualified under section

9(a) of the Act from acting in any of the

capacities specified in that section with

respect to the Funds, and therefore

requests an order granting the requested

relief. A&SB states that it is requesting

relief so that it and any of its affiliated

persons will not be disqualified from

acting in any of the capacities specified

in section 9(a) by reason of employing

Mr. Collier. A&SB represents that it has

received all necessary approvals from

all applicable self-regulatory

organizations, including the New York

Stock Exchange, with respect to the

proposed employment of Mr. Collier.

A&SB notes that it currently is not

disqualified from acting in any of the

capacities specified in section 9(a) of the

Act.

4. In support of its request for

exemptive relief, A&SB asserts that:

(a) Neither A&SB nor any affiliated

person of A&SB was the subject of the

Injunction, and the facts and

circumstances to which the Injunction

relate did not involve any activities of

A&SB or its affiliates.

(b) The Funds were not in any way

involved in any of the circumstances

referred to in the Injunction.

(c) As an employee of A&SB’s

institutional equities department, Mr.

Collier will have no involvement with,

or responsibility for, the Funds.

(d) The allegations in the SEC’s

complaint against Mr. Collier and the

terms of the Injunction and the

circumstances to which they relate in no

way involved any activities of a

registered investment company. A&SB

states that during Mr. Collier’s tenure

with Morgan Grenfell, he was not

involved with the activities of any of

Morgan Grenfell’s investment

companies other than on a purely arm’slength basis.

(e) A&SB notes that over eight years

have passed since the entry of the

Injunction and Mr. Collier has not been

subject to any similar actions, or

sanctioned in any way by the SEC, any

self-regulatory organization, or any state

securities commission, nor are there any

customer complaints, lawsuits, or

regulatory actions pending against Mr.

Collier.

(f) The prohibitions of section 9(a)

deprive Mr. Collier of the opportunity to

serve as an employee of any company,

such as A&SB, that serves as an

investment adviser of or principal

underwriter for any investment

company, in circumstances in which he

would have no involvement investment

company operations.

(g) The prohibitions of section 9(a)

would be unduly and

disproportionately severe as applied to

A&SB because they would deprive it of

Mr. Collier’s services in an area totally

unrelated to the activities of an

investment company.

Applicant’s Condition

A&SB agrees that any order granted

pursuant to the application will be

subject to the condition that neither

A&SB, nor any affiliated person of

A&SB relying upon relief granted

pursuant to the application, will employ

Mr. Collier in any capacity directly

related to the provision of investment
Federal Register / Vol. 62, No. 71 / Monday, April 14, 1997 / Notices 18159

1 Medallion Financial Corp., Investment

Company Act Release Nos. 21915 (April 24, 1996)

(notice) and 21969 (May 12, 1996) (order).

advisory services to, or acting as a

depositor for, any registered investment

company, or related to acting as a

principal underwriter for, any registered

open-end investment company, unit

investment trust or registered face

amount certificate company without

first making further application to the

SEC.

For the Commission, by the Division of

Investment Management, under delegated

authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–9459 Filed 4–11–97; 8:45 am]

BILLING CODE 8010–01–M

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’’).

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.

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