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
18160 Federal Register / Vol. 62, No. 71 / Monday, April 14, 1997 / Notices

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

SECURITIES AND EXCHANGE

COMMISSION

[File No. 500–1]

Historic Hotel Holdings, Inc.; Order of

Suspension of Trading

April 10, 1997.

It appears to the Securities and

Exchange Commission that there is a

lack of current and accurate information

concerning the securities of Historic

Hotel Holdings, Inc. (‘‘HHH’’), because

of questions regarding, among other

things, HHH’s alleged ownership of and

plans to renovate, or current efforts to

acquire, a hotel; in what market HHH’s

securities are traded; and HHH’s alleged

acquisition of a company purportedly

engaged in a business connected to the

oil and gas industry.

The Commission is of the opinion that

the public interest and the protection of

investors require a suspension of trading

in the securities of the above-listed

company.

Therefore, it is ordered, pursuant to

Section 12(k) of the Securities Exchange

Act of 1934, that trading in the abovelisted company is suspended for the

period from 9:30 a.m. EDT, April 10,

1997 through 11:59 p.m. EDT, on April

23, 1997.

By the Commission.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97–9649 Filed 4–10–97; 12:11 pm]

BILLING CODE 8010–01–M

SMALL BUSINESS ADMINISTRATION

[Declaration of Disaster #2925; Amendment

#4]

State of California

In accordance with a notice from the

Federal Emergency Management

Agency, dated April 1, 1997, the abovenumbered Declaration is hereby

amended to close the incident period for

this disaster effective April 1, 1997.

All other information remains the

same, i.e., the termination date for filing

applications for loans for physical

damage is April 11, 1997 and for

economic injury the deadline is October

6, 1997.

(Catalog of Federal Domestic Assistance

Program Nos. 59002 and 59008)

Dated: April 2, 1997.

Bernard Kulik,

Associate Administrator for Disaster

Assistance.

[FR Doc. 97–9485 Filed 4–11–97; 8:45 am]

BILLING CODE 8025–11–P

SMALL BUSINESS ADMINISTRATION

[Declaration of Disaster #2940; Amendment

#1]

State of Illinois

In accordance with a notice from the

Federal Emergency Management

Agency, dated April 1, 1997, the abovenumbered Declaration is hereby

amended to establish the incident

period as beginning March 1 and closing

effective April 1, 1997.

All other information remains the

same, i.e., the termination date for filing

applications for physical damage is May

20, 1997, and for loans for economic

injury the deadline is December 22,

1997.

(Catalog of Federal Domestic Assistance

Program Nos. 59002 and 59008)

Dated: April 8, 1997.

Bernard Kulik,

Associate Administrator for Disaster

Assistance.

[FR Doc. 97–9486 Filed 4–11–97; 8:45 am]

BILLING CODE 8025–01–P

SMALL BUSINESS ADMINISTRATION

[Declaration of Disaster #2935; Amendment

#1]

State of Indiana

In accordance with a notice from the

Federal Emergency Management

Agency, dated March 31, 1997, the

above-numbered Declaration is hereby

amended to close the incident period for

this disaster effective March 31, 1997.

All other information remains the

same, i.e., the termination date for filing

applications for physical damage is May

4, 1997 and for economic injury the

deadline is December 8, 1997.

(Catalog of Federal Domestic Assistance

Program Nos. 59002 and 59008.)

Dated: April 2, 1997.

Bernard Kulik,

Associate Administrator for Disaster

Assistance.

[FR Doc. 97–9489 Filed 4–11–97; 8:45 am]

BILLING CODE 8025–01–P