Federal Register / Vol. 63, No. 82 /Wednesday, April 29, 1998 / Notices 23481

• Product name/ID

• Type and number of containers

• Piece weight

• Weight of mailing

• Postage payment method.

Other information to be included for

each mailing reported as a line item

entry includes:

• Permit holder

• Postage statement sequence number

• Number of pieces in the mailing.

Elimination of Form 2866–IP

Some mailers who pay postage

through the CPP program still use Form

2866–IP, In-Plant Verification for

Second- and Fourth-Class Matter, for

Periodicals mailings that are verified at

a central location and deposited at

destination entry offices. Because the

information on Form 2866–IP is

duplicated on Form 8125, there is no

longer any need for a separate Form

2866–IP. CPP customers have already

been notified that Form 2866–IP will be

eliminated when the revised Forms

8125 and 8125–C are available.

Stanley F. Mires,

Chief Counsel, Legislative.

[FR Doc. 98–11045 Filed 4–28–98; 8:45 am]

BILLING CODE 7710–12–P

SECURITIES AND EXCHANGE

COMMISSION

[Rel. No. IC–23126; 812–10892]

The Americas Growth Fund, Inc., et al.;

Notice of Application

April 23, 1998.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of application for

exemption under section 57(c) of the

Investment Company Act of 1940 (the

‘‘Act’’) from section 57(a) of the Act.

SUMMARY OF APPLICATION: The order

would permit The Americas Growth

Fund, Inc. (‘‘AGRO’’), a business

development company (‘‘BDC’’), to

complete a merger with an affiliated

person.

APPLICANTS: AGRO and JW Charles

Financial Services, Inc. (‘‘JWCFS’’).

FILING DATE: The application was filed

on December 9, 1997. Applicants have

agreed to file an amendment, the

substance of which is incorporated in

this notice, during the notice period.

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 applicants 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 19, 1998, and should be

accompanied by proof of service on

applicants 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 5th

Street, N.W., Washington, D.C. 20549.

Applicants: AGRO, 701 Brickell

Avenue, Suite 2000, Miami, Florida

33131 and JWCFS, 980 North Federal

Highway, Suite 310, Boca Raton, Florida

33432.

FOR FURTHER INFORMATION CONTACT:

Elaine M. Boggs, Senior Counsel, at

(202) 942–0572 (Office of Investment

Company Regulation, Division of

Investment Management).

SUPPLEMENTARY INFORMATION: The

following is a summary of the

application. The complete application

may be obtained for a fee at the SEC’s

Public Reference Branch, 450 5th Street,

N.W., Washington, D.C. 20549

(telephone (202) 942–8090).

Applicants’ Representations

1. AGRO is a Maryland corporation

that is a closed-end non-diversified

management investment company and

that has elected to be regulated as a BDC

under the Act. AGRO’s common stock

was listed on Nasdaq until delisted on

March 17, 1998. JWCFS is a Florida

corporation and a financial services

holding company. JWCFS, through

wholly-owned subsidiaries, engages

primarily in securities brokerage,

investment banking, and clearing and

execution of securities transactions.

JWCFS’s common stock trades on the

American Stock Exchange (‘‘AMEX’’).

2. On August 13, 1997, JWCFS

commenced an exchange offer (the

‘‘Exchange Offer’’) to AGRO’s

shareholders to acquire each share of

AGRO common stock for .431 shares of

JWCFS common stock (the ‘‘Exchange

Ratio’’). The Exchange Ratio was

calculated based upon the net asset

value (‘‘NAV’’) per share of AGRO

common stock on March 31, 1997 and

the average of the last reported sales

prices of JWCFS common stock on

AMEX for the ten trading days

immediately preceding the public

announcement of the Exchange Offer on

June 9, 1997. In connection with its

consideration of the Exchange Offer, the

board of directors of AGRO (‘‘Board’’)

engaged an independent appraiser to

provide an opinion concerning the

fairness of the transaction from a

financial point of view to the

shareholders of AGRO. Based upon the

value of the offer using the traded

market price of the common stock of

both AGRO and JWCFS and applying

the Exchange Ratio and its comparison

to: (a) the traded market price of

AGRO’s common stock; (b) the NAV per

share of AGRO’s common stock; and (c)

the liquidation value per share of

AGRO’s common stock, the appraiser

delivered an opinion to the Board on

August 22, 1997 concluding that the

JWCFS common stock to be received as

consideration for the sale of AGRO

common stock to JWCFS, if the JWCFS

common stock had a value of $3.40 per

share or higher, was fair from a financial

point of view to the shareholders of

AGRO. The price of JWCFS common

stock on August 14, 1997 (the date the

Exchange Offer began) and September

22, 1997 (the date of the Exchange Offer

ended) was $3.66 and $3.50,

respectively. The JWCFS common stock

to be received per share of AGRO

common stock represented a premium

to AGRO shareholders of 23.2% and

12.5% in August 14 and September 22,

1997, respectively. A prospectus and

related letter of transmittal relating to

the Exchange Offer were mailed to

AGRO’s shareholders on August 14,

1997. The prospectus stated that the

Exchange Offer would be followed by a

consolidating merger. As a result of the

Exchange Offer, JWCFS now owns

approximately 91 percent of the issued

and outstanding common stock of

AGRO.

3. Applicants propose to merge AGRO

into JWCFS at the earliest practicable

date following receipt of the requested

order (the ‘‘Merger’’). Because JWCFS

now owns more than 90 percent of the

outstanding AGRO common stock,

JWCFS may carry out the Merger as a

‘‘short-form’’ merger under the relevant

provisions of Florida and Maryland

corporate law. The short-form merger

would permit the Merger to be

accomplished without a vote of the

shareholders of either corporation.

4. Under the proposed terms of the

Merger, each share of AGRO common

stock not owned by JWCFS would be

canceled and those AGRO shareholders

would be entitled to receive .431 share

of JWCFS common stock for each share

of AGRO common stock owned by them

(which is the same as the Exchange

Ratio used for the Exchange Offer). In

the Merger, JWCFS would become the

owner of all of the issued and

outstanding common stock of AGRO

and, as the sole shareholder of AGRO,

intends to approve the withdrawal of

AGRO’s status as a BDC under the Act.
23482 Federal Register / Vol. 63, No. 82 /Wednesday, April 29, 1998 / Notices

JWCFS would be the surviving

corporation in the Merger.

5. Prior to the Merger, AGRO’s

minority shareholders will receive a

prospectus with respect to the shares of

JWCFS common stock being offered in

connection with the Merger (the

‘‘Prospectus’’) which discloses the terms

and the effective date of the Merger and

the consideration to be paid by JWCFS.

In addition, the Prospectus will inform

AGRO’s minority shareholders of their

appraisal rights under Maryland law.

The appraisal rights would entitle the

shareholders to dissent from the Merger

and receive the fair value of their shares

of AGRO in cash.

6. The Merger will constitute a

reorganization pursuant to section

368(a) of the Internal Revenue Code of

1986, as amended. Any AGRO minority

shareholder receiving solely shares of

JWCFS in the Merger will not recognize

any gain or loss for federal income tax

purposes. In addition, the Merger will

have no material tax consequences for

AGRO or JWCFS.

Applicants’ Legal Analysis

1. Section 57(a) generally prohibits,

with certain exceptions, sales or

purchases of securities or other property

between a BDC and certain of its

affiliated persons as described in section

57(b) of the Act, including a person

controlling the BDC. JWCFS owns

approximately 91 per cent of AGRO’s

shares and, thus, controls AGRO under

section 2(a)(9) of the Act. Because the

Merger may involve the purchase of the

property of AGRO by JWCFS, applicants

are requesting relief from section 57(a)

to complete the Merger.

2. Section 57(c) of the Act provides

that the SEC will exempt a proposed

transaction from section 57(a) if 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; and the

proposed transaction is consistent with

the policy of the BDC concerned and

with the general purposes of the Act.

Applicants believe that the requested

relief from section 57(a) meets these

standards for the reasons discussed

below.

3. Applicants state that the Board has

determined that the Exchange Ratio is

fair consideration for the minority

shareholders of AGRO to receive in the

Merger. Applicants state that a

comparison of the closing sales price of

JWCFS common stock on April 13, 1998

($1115⁄16) to AGRO’s NAV of $3.46 on

December 31, 1997 (the most recent date

on which AGRO’s Board determined

AGRO’s NAV) indicates that the

Exchange Ratio would represent a

premium to AGRO’s minority

shareholders of approximately 48.7%.

4. Applicants state that the Board also

considered, in addition to other factors:

that AGRO has never paid dividends on

its common stock and has no plans to

pay any dividends in the future; that

there are no possible alternative

transactions similar to the Merger with

unaffiliated third parties; that, if the

Merger is not consummated, it is

unlikely that the minority shareholders

of AGRO will realize any return on their

holdings in the foreseeable future; that

the Merger would provide AGRO’s

minority shareholders with a way of

disposing of their shares and obtaining

a return on their investment that would

not otherwise be available; that

following the Merger, AGRO’s assets

could be redirected into the existing

business of JWCFS for the benefit of

JWCFS shareholders (which would

include all of AGRO’s minority

shareholders who do not choose to

exercise appraisal rights under

Maryland law to receive cash); and that

the AGRO minority shareholders have

available appraisal rights under

Maryland law. In addition, the boards of

directors of both AGRO and JWCFS

have reserved the right to abandon the

Merger at any time if the boards

determine that it would not be in the

best interests of the respective company

to consummate the Merger.

For the Commission, by the Division of

Investment Management, under delegated

authority.

[FR Doc. 98–11394 Filed 4–28–98; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Rel. No. IC–23125; 812–11080]

Freedom Mutual Fund, et al.; Notice of

Application

April 23, 1998.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of application under

section 6(c) of the Investment Company

Act of 1940 (the ‘‘Act’’) for an

exemption from section 15(a) of the Act.

SUMMARY OF APPLICATION: The requested

order would permit the implementation,

without prior shareholder approval, of

new investment advisory agreements,

for a period of up to 150 days following

the later of: (i) the date the assignment

of the existing investment advisory

agreements is deemed to have occurred,

or (ii) the date the requested order is

issued (but in no event later than

October 31, 1998), and to permit the

investment adviser to certain registered

management investment companies to

receive all fees earned under the new

agreements during this interim period.

APPLICANTS: Freedom Mutual Fund

(‘‘Freedom Mutual’’), on behalf of

Freedom Cash Management Fund and

Freedom Government Securities Fund

(‘‘Freedom Funds’’), Freedom Group of

Tax Exempt Funds (‘‘Freedom Group’’),

on behalf of Freedom Tax Exempt

Money Fund and Freedom California

Tax Exempt Money Fund (‘‘Group

Funds’’), FundManager Portfolios

(together with Freedom Mutual and

Freedom Group, ‘‘Trusts’’), on behalf of

FundManager Aggressive Growth

Portfolio, FundManager Growth

Portfolio, FundManager Growth with

Income Portfolio, FundManager Bond

Portfolio, FundManager Managed Total

Return Portfolio, FundManager

International Portfolio (together with the

Freedom Funds and the Group Funds,

‘‘Funds’’), and Freedom Capital

Management Corporation (the

‘‘Adviser’’).

FILING DATES: The application was filed

on March 20, 1998, and amended on

April 14, 1998. Applicants have agreed

to file an amendment during the notice

period, the substance of which is

included in this notice.

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 applicants 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 14, 1998, and should be

accompanied by proof of service on

applicants, 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, NW., Washington, DC 20549.

Applicants, Freedom Capital

Management Corporation, One Beacon

Street, Boston, MA 02108.

FOR FURTHER INFORMATION CONTACT:

Lisa McCrea, Attorney Adviser (202)

942–0562, or Edward P. Macdonald,

Branch Chief, at (202) 942–0564 (Office

of Investment Company Regulation,

Division of Investment Management).

SUPPLEMENTARY INFORMATION: The

following is a summary of the

application. The complete application