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