Federal Register / Vol. 63, No. 107 /Thursday, June 4, 1998 / Notices 30523

the current interests of the shareholders

of the Funds would not be diluted as a

result of the Reorganization. In assessing

the Reorganization, the Board of the

Acquired Fund considered: (a) Expense

ratios and information regarding fees

and expenses of the Funds; (b) terms

and conditions of the Reorganization,

including whether it would result in a

dilution of the Acquired Fund’s current

shareholders; (c) the compatibility of the

Acquiring Fund’s investment objectives,

policies and restrictions with those of

the Acquired Fund; (d) the expertise of

PIMCO in fixed income investing; (e)

the capabilities and resources of PIMCO

and its affiliates in the areas of

investment management and

shareholder servicing; (f) the growth

opportunities afforded by the proposed

Reorganization; (g) the tax consequences

of the Reorganization to the Acquired

Fund and its shareholders; and (h) the

direct and indirect costs to be incurred

by the Acquired Fund or its

shareholders.

7. A proxy statement/prospectus

describing the Reorganization, filed

with the Commission on Form N–14

and declared effective on April 22,

1998, was sent to shareholders of the

Acquired Fund in connection with the

solicitation of proxies for a special

meeting of the shareholders to be held

on June 19, 1998.

8. The Reorganization is subject to the

following conditions precedent: (a) That

the shareholders of the Acquired Fund

approved the Plan; (b) that the Funds

receive an opinion of tax counsel that

the proposed Reorganization will be taxfree for the Funds and their

shareholders; (c) that applicants will

receive from the SEC an exemption from

section 17(a) of the Act for the

Reorganization; and (d) if necessary, any

approval from the relevant state

securities administrator. Applicants

agree not to make any material changes

to the Reorganization without prior SEC

approval.

Applicants’ Legal Analysis

1. Section 17(a) of the Act generally

prohibits an affiliated person of a

registered investment company, or an

affiliated person of such a person, acting

as principal, from selling any security

to, or purchasing any security from the

company.

2. Section 2(a)(3) of the Act defines an

‘‘affiliated person of another person’’ to

include any person directly or indirectly

owning, controlling, or holding with

power to vote 5% or more of the

outstanding voting securities of such

other person, and any person directly or

indirectly controlling, controlled by or

under common control with such other

person, and if such other person is an

investment company, any investment

adviser of that company.

3. Rule 17a–8 under the Act exempts

from the prohibitions of section 17(a)

mergers, consolidations, or purchases or

sales of substantially all of the assets of

registered investment companies that

are affiliated persons solely by reason of

having a common investment adviser,

common directors, and/or common

officers, provided that certain

conditions set forth in the rule are

satisfied.

4. Applicants believe that they may

not rely on rule 17a–8 in connection

with the Reorganization because the

Funds may be deemed to be affiliated

persons, or affiliated persons of an

affiliated person, by reason other than

having a common investment adviser,

common directors, and/or common

officers. The Acquiring Fund began to

accept orders for the purchase of its

shares beginning in April 1998.

Applicants state, however, that PIMCO

currently owns a substantial percentage

of the Acquiring Fund’s outstanding

shares, consequently, it is possible that,

as of the Exchange Date, PIMCO may

own 5% or more, and possibly more

than 25% of the outstanding voting

securities of the Acquiring Fund.

5. Section 17(b) of the Act provides

that the SEC may exempt a transaction

from the provisions of section 17(a) if

the terms of the proposed transaction,

including the consideration to be paid,

are reasonable and fair and do not

involve overreaching on the part of any

person concerned, and that the

proposed transaction is consistent with

the policy of each registered investment

company concerned and with the

general purposes of the Act.

6. Applicants submit that the

Reorganization satisfies the standards of

section 17(b). Applicants believe the

terms of the Reorganization are fair and

reasonable and do not involve

overreaching. Applicants state that the

Reorganization will be based on the

relative net asset values of the Funds’

shares. Applicants also state that the

primary investment objective for each

Fund is to seek high current income

exempt from federal income tax,

consistent with preservation of capital;.

It is a policy of each Fund that, under

normal market conditions, at least 80%

of its net assets will be invested in

Municipal Bonds. Applicants also state

that the Boards, including a majority of

the independent trustees, have made the

requisite determinations that the

participation of the relevant Fund in the

proposed Reorganization is in the best

interests of the Fund, and that such

participation will not dilute the

interests of shareholders of the Fund.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 98–14827 Filed 6–3–98; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. 35–26880]

Filings Under the Public Utility Holding

Company Act of 1935, as amended

(‘‘Act’’)

May 29, 1998.

Notice is hereby given that the

following filing(s) has/have been made

with the Commission pursuant to

provisions of the Act and rules

promulgated under the Act. All

interested persons are referred to the

application(s) and/or declaration(s) for

complete statements of the proposed

transaction(s) summarized below. The

application(s) and/or declaration(s) and

any amendments is/are available for

public inspection through the

Commission’s Office of Public

Reference.

Interested persons wishing to

comment or request a hearing on the

application(s) and/or declaration(s)

should submit their views in writing by

June 23, 1998, to the Secretary,

Securities and Exchange Commission,

Washington, DC 20549, and serve a

copy on the relevant applicant(s) and/or

declarant(s) at the address(es) specified

below. Proof of service (by affidavit or,

in case of an attorney at law, by

certificate) should be filed with the

request. Any request for hearing should

identify specifically the issues of fact or

law that are disputed. A person who so

requests will be notified of any hearing,

if ordered, and will receive a copy of

any notice or order issued in the matter.

After June 23, 1998, the application(s)

and/or declaration(s), as filed or as

amended, may be granted and/or

permitted to become effective.

WPS Resources Corporation (70–9179)

WPS Resources Corporation

(‘‘WPSR’’), 700 North Adams Street,

P.O. Box 19001, Green Bay, Wisconsin

54307–9001, an exempt public utility

holding company under section 3(a)(1)

of the Act, has filed an application

under sections 9(a)(2) and 10 of the Act.

WPSR proposes to acquire all of the

issued and outstanding voting securities

the ‘‘Common Stock’’) of Upper
30524 Federal Register / Vol. 63, No. 107 /Thursday, June 4, 1998 / Notices

1WPSR also owns, through Public Service,

approximately a 33% interest in Wisconsin River

Power Company (‘‘WRPC’’), which is an electric

utility company that sells the output of its

generating resources at cost to its owners. The other

owners of WRPC are Consolidated Water Power

Company and Wisconsin Power & Light Company.

WRPC is not subject to the ratemaking jurisdiction

of the Public Service Commission of Wisconsin.

Peninsula Energy Corporation

(‘‘UPEN’’), an exempt public-utility

holding company under section 3(a)(1)

of the Act, and its utility subsidiary,

Upper Peninsula Power Company

(‘‘UPPCo’’)

WPSR and UPEN have entered into an

Agreement and Plan of Merger, dated as

of July 10, 1997, which provides, among

other things, for the merger of UPEN

with and into WPSR (the ‘‘Merger’’).

Following the Merger, the separate

corporate existence of UPEN will cease,

and WPSR will be the surviving

corporation. Each share of UPEN

Common Stock will be converted into

the right to receive 0.9 shares of WPSR

Common Stock.

The boards of directors of WPSR and

UPEN approved the Merger at meetings

held on July 10, 1997. The shareholders

of UPEN approved the Merger at a

special meeting held on January 29,

1998. WPSR states that shareholder

approval of the Merger is not required.

WPSR’s principal utility subsidiary,

Wisconsin Public Service Corporation

(‘‘Public Service’’), serves

approximately 374,000 electric and

218,000 gas retail customers in

northeastern Wisconsin and the

southern portion of Michigan’s upper

peninsula.1 UPPCo serves

approximately 48,000 electric retail

customers entirely in Michigan’s upper

peninsula. The service territories of

Public Service and UPPCo are not

contiguous, being separated by the

service territory of Wisconsin Electric

Power Company.

Public Service is subject to the retail

ratemaking jurisdiction of both the

Public Service Commission of

Wisconsin and the Michigan Public

Service Commission. UPPCo is also

subject to the retail ratemaking

jurisdiction of the Public Service

Commission of Wisconsin.

WPSR has three direct nonutility

subsidiaries, WPS Energy Services, Inc.

(‘‘ESI’’), WPS Development, Inc.

(‘‘PDI’’), and WPS Visions, Inc.

(‘‘Visions’’). ESI offers electric and gas

marketing, energy management, project

management and energy consulting

services to wholesale and retail

customers. PDI offers acquisition and

investment analysis, project

development, engineering, management,

operations and maintenance services for

the power generation industry. PDI also

owns a 662⁄3% interest in Mid-American

Power LLC, an exempt wholesale

generator. Visions serves a business

research and development vehicle for

WPSR.

In addition, Public Service has two

nonutility subsidiaries, Wisconsin

Valley Improvement Company (‘‘WV’’)

and Public Service Leasing, Inc. (‘‘PS

Leasing’’). WV operates a system of

dams and water reservoirs on the

Wisconsin River and tributary streams,

and charges water tolls to users,

primarily power plant owners. PS

Leasing is engaged in the financing of

specific utility projects.

UPEN has two nonutility subsidiaries,

Upper Peninsula Development

Company, which holds title to UPPCo’s

corporate headquarters, and PENVEST,

Inc., which explores investment

opportunities in telecommunications,

engineering services, and other nonregulated businesses.

WPSR states it intends to claim an

exemption under rule 2 under the Act

following the Merger.

For the Commission, by the Division of

Investment Management, under delegated

authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 98–14825 Filed 6–3–98; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Release No. IC–23226]

Notice of Applications for

Deregistration Under Section 8(f) of the

Investment Company Act of 1940

May 29, 1998.

The following is a notice of

applications for deregistration under

section 8(f) of the Investment Company

Act of 1940 for the month of May, 1998.

A copy of each application may be

obtained for a fee at the SEC’s Public

Reference Branch, 450 Fifth St., N.W.,

Washington, DC 20549 (tel. 202–942–

8090). An order granting each

application will be issued unless the

SEC orders a hearing. Interested persons

may request a hearing on any

application by writing to the SEC’s

Secretary at the address below and

serving the relevant 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

June 23, 1998, 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 who wish to be notified of a

hearing may request notification by

writing to the Secretary, SEC, 450 Fifth

Street, N.W., Washington, DC 20549.

For further information, contact: Diane

L. Titus, at (202) 942–0564, SEC,

Division of Investment Management,

Office of Investment Company

Regulation, Mail Stop 5–6, 450 Fifth

Street, N.W., Washington, DC 20549.

Farrell Alpha Strategies [File No. 811–

9048]

Summary: Applicant seeks an order

declaring that it has ceased to be an

investment company. On December 29,

1997, applicant completed a liquidating

distribution to its shareholders at net

asset value. Expenses incurred in

connection with the liquidation were

under $5,000 and were paid by

applicant’s investment adviser, FarrellWako Global Investment Management,

Inc.

Filing Dates: The application was

filed on March 16, 1998, and amended

on May 5, 1998.

Applicant’s Address: 780 Third

Avenue, 38th Floor, New York, New

York 10017.

Franklin Templeton Japan Fund [File

No. 811–6664]

Summary: Applicant seeks an order

declaring that it has ceased to be an

investment company. On March 26,

1998, applicant made a liquidating

distribution to its shareholders based on

the net assets of applicant. Expenses

incurred in connection with the

liquidation totaled approximately

$49,379, and were borne equally by

applicant and Templeton Investment

Counsel, Inc., applicant’s investment

adviser.

Filing Dates: The application was

filed on March 31, 1998 and amended

on May 1, 1998.

Applicant’s Address: 100 Fountain

Parkway, P.O. Box 33030, St.

Petersburg, Florida 33733–8030.

Panther Partners, L.P. [File No. 811–

6559]

Summary: Applicant, a Delaware

limited partnership, seeks an order

declaring that it has ceased to be an

investment company. On June 30, 1997,

applicant distributed 97% of the

amount in each partner’s capital

account to each partner in cash or in

kind, based on that partner’s election.

The remaining 3% of each account was

distributed in cash to all partners on

September 15 and October 1, 1997 upon

completion of the fund’s final audit.