10890 Federal Register / Vol. 60, No. 39 / Tuesday, February 28, 1995 / Notices

7 17 CFR 200.30–3(a)(12) (1994).

the amount of the reduction in the

quarterly dividend as stated in the newly

announced policy of the issuer. This

computation would be made assuming

payment on the usual dividend payment

dates, using as the discount rate the

interest rate on U.S. Treasury Notes having

the closest maturity to the Termination

Date.

—If the remaining portion of the partial

liquidating dividend were less than the

present value of the Termination Claim,

the Termination Claim for ZIPS and SPECS

would be reduced, but not below zero, by

the future value at the Termination Date of

the remaining portion of the partial

liquidating dividend. The determination of

present value and future value for ZIPS

will be computed using the maximum

potential IRR for ZIPS. In this case, the

maximum potential IRR for ZIPS is

computed assuming purchase on the exdistribution date at a price equal to the

average closing price for the 10-day trading

period preceding the announcement of the

partial liquidating dividend and receipt of

the Termination Claim on the Termination

Date.

—That remaining portion would be allocated

and paid to the ZIPS.

—If the remaining portion of the partial

liquidating dividend equals or exceeds the

present value of the Termination Claim,

ZIPS would receive that portion of the

liquidating dividend equal in amount to

such present value; the Termination Claim

would be adjusted to zero and any

additional amount of the partial liquidating

dividend would be allocated and paid to

the SPECS. Any further liquidating or

partial liquidating dividends would be

allocated between DIVS and SPECS; the

ZIPS having received in full an adjusted

Termination Claim.

Spin-offs and Split-ups

In the case of spin-off or split-up

transactions, each DIVS, ZIPS and

SPECS holder would become the owner

of two issues of DIVS, ZIPS and

SPECS—one for each company and each

having the same number of such

securities with the same Termination

Date. The Termination Claim would be

allocated between the two issues of

ZIPS and the two issues of SPECS based

upon the ratio of the prices of the two

issues (i.e., the underlying common

shares and the spun-off company) at the

opening of trading on the effective date

of the spin-off or split-up transactions.

Mergers

If the company that issued the

common shares from which the DIVS,

ZIPS and SPECS were created were to

be the surviving company, there would

be no adjustment to the terms of the

DIVS, ZIPS and SPECS unless, as part

of such transaction, there was a stock

split, stock dividend, partial liquidating

dividend or other corporate transaction

that would require adjustment. If the

issuer were not the surviving entity,

each owner of DIVS, ZIPS and SPECS

would vote his interest in accordance

with his voting rights, and, if the merger

was approved, he would receive his

share of the compensation given for

each common share as if a liquidating

dividend was paid or an exchange offer

was made, as appropriate.

Rights Offerings

If the issuer of stock from which

DIVS, ZIPS and SPECS were created

were to make a rights offering, the rights

would be allocated to the ZIPS and the

Termination Claim would be reduced by

the future value of the rights calculated

to the Termination Date. The future

value would be computed using as the

interest rate, the maximum potential

IRR for ZIPS and using the average

closing sale price for the first 10 days of

trading in the rights.

Exchange or Tender Offers

If there were an exchange or tender

offer for the common shares to which

DIVS, ZIPS and SPECS related, OCC’s

existing option procedures and practices

would apply.

These particularized procedures for

adjusting the contract specifications of

any open interest in any particular

DIVS, ZIPS and SPECS series will be

well documented in the eventual

disclosure document to be published by

the issuer, OCC.

The PHLX believes the proposed rule

change is consistent with Section 6(b)(5)

of the Act which provides in part that

the rules of the Exchange be designed to

prevent fraudulent and manipulative

acts and practices, to facilitate

transactions in securities, to remove

impediments to and perfect the

mechanism of a free and open market

and to protect investors and the public

interest.

B. Self-Regulatory Organization’s

Statement on Burden on Competition

The PHLX does not believe that the

proposed rule change will impose any

inappropriate burden on competition.

C. Self-Regulatory Organization’s

Statement on Comments on the

Proposed Rule Change Received from

Members, Participants or Others

No written comments were either

received or requested.

III. Date of Effectiveness of the

Proposed Rule Change and Timing for

Commission Action

Within 35 days of the date of

publication of this notice in the Federal

Register or within such longer period (i)

as the Commission may designate up to

90 days of such date if it finds such

longer period to be appropriate and

publishes its reasons for so finding or

(ii) as to which the PHLX consents, the

Commission will:

(A) By order approve such proposed

rule change, or,

(B) Institute proceedings to determine

whether the proposed rule change

should be disapproved.

IV. Solicitation of Comments

Interested persons are invited to

submit written data, views and

arguments concerning the foregoing.

Persons making written submissions

should file six copies thereof with the

Secretary, Securities and Exchange

Commission, 450 Fifth Street, N.W.,

Washington, D.C. 20549. Copies of the

submission, all subsequent

amendments, all written statements

with respect to the proposed rule

change that are filed with the

Commission, and all written

communications relating to the

proposed rule change between the

Commission and any person, other than

those that may be withheld from the

public in accordance with the

provisions of 5 U.S.C. 552, will be

available for inspection and copying in

the Commission’s Public Reference

Section, 450 Fifth Street, N.W.,

Washington, D.C. 20549. Copies of such

filing will also be available for

inspection and copying at the principal

office of the above-mentioned selfregulatory organization. all submissions

should refer to the file number in the

caption above and should be submitted

by March 21, 1995.

For the Commission by the Division of

Market Regulation, pursuant to delegated

authority.7

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 95–4859 Filed 2–27–95; 8:45 am]

BILLING CODE 8010–01–M

[Rel. No. IC–20910; 811–4376]

State Street Fund for Foundations and

Endowments; Notice of Application

February 22, 1995.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of Application for

Deregistration under the Investment

Company Act of 1940 (the ‘‘Act’’).

APPLICANT: State Street Fund for

Foundations and Endowments.

RELEVANT ACT SECTION: Order requested

under section 8(f).
Federal Register / Vol. 60, No. 39 / Tuesday, February 28, 1995 / Notices 10891

SUMMARY OF APPLICATION: Applicant

seeks an order declaring it has ceased to

be an investment company.

FILING DATES: The application was filed

on November 21, 1994 and amended on

January 11, 1995 and February 15, 1995.

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

March 20, 1995, 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, One Financial Center,

Boston, Massachusetts 02111.

FOR FURTHER INFORMATION CONTACT:

Marianne H. Khawly, Staff Attorney, at

(202) 942–0562, or C. David Messman,

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.

Applicant’s Representations

1. Applicant is a registered, open-end,

diversified, management investment

company under the Act and is organized

as a business trust under the laws of the

Commonwealth of Massachusetts. On

August 8, 1985, applicant filed a

Notification of Registration on Form N–

8A pursuant to section 8(a) of the Act

and a registration statement on Form N–

1A under section 8(b) of the Act and

under the Securities Act of 1933. The

registration statement became effective

on April 17, 1986, and applicant’s

initial public offering commenced on or

about that date.

2. Applicant consists of one series: the

Fixed Income Portfolio (the ‘‘Portfolio’’).

Share of beneficial interest were offered,

without sales charge, only to tax-exempt

charitable foundations and endowment

funds.

3. Applicant’s declaration of trust

provides that applicant may be

terminated by this shareholders upon

the redemption of all of their shares at

a price equal to the net asset value per

share of the Portfolio. On June 23, 1994,

applicant has two shareholders:

Metropolitan Life Insurance Company,

the ultimate parent of State Street

Research & Management Company,

applicant’s investment adviser (the

‘‘Adviser’’), and the Felician Sisters,

O.S.F. of Livonia. On that date, the

shareholders redeemed all of their

shares in order to reinvest the proceeds

in another similar fund recently

organized. The redemptions were

coordinated to assure equal treatment of

both shareholders. A total of 62,565.298

shares having an aggregate and per share

net asset value of $6,186,252.28 and

$98.88, respectively, were redeemed.

4. On August 3, 1994, applicant’s

Board of Trustees (the ‘‘Trustees’’)

determined that it was advisable that

applicant terminate because applicant’s

shareholders had redeemed all of their

shares. The Trustees were not required

to seek shareholder approval because

applicant has had no shareholders or

operations since June 23, 1994.

5. All expenses incurred in

connection with applicant’s liquidation

were borne by the adviser. Such

expenses, totalling approximately

$3,500, were for legal fees.

6. As of the date of the application,

applicant had no assets, debts,

liabilities, or shareholders. Applicant is

not a party to any litigation or

administrative proceeding. Applicant is

neither engaged in nor proposes to

engage in any business activities other

than those necessary for the winding-up

of its affairs.

7. Applicant intends to file its

notification of termination as a business

trust under Massachusetts law.

For the SEC, by the Division of Investment

Management, under delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 95–4860 Filed 2–27–95; 8:45 am]

BILLING CODE 8010–01–M

SMALL BUSINESS ADMINISTRATION

Minneapolis/St. Paul Advisory Council

Meeting; Public Meeting

The U.S. Small Business

Administration Minneapolis/St. Paul

District Advisory Council will hold a

public meeting on Thursday, March 23,

1995 at 12:00 noon, at the Decathlon

Athletic Club, 1700 East 79th Street,

Bloomington, Minnesota, to discuss

such matters as may be presented by

members, staff of the U.S. Small

Business Administration, or others

present.

(The meeting scheduled for March 31,

1995 has been canceled).

For further information, write or call

Mr. Edward A. Daum, Director, U.S.

Small Business Administration, 610-

Butler Square, 100 North Sixth street,

Minneapolis, Minnesota 55403, (612)

370–2306.

Dated: February 21, 1995.

Dorothy A. Overal,

Director, Office of Advisory Council.

[FR Doc. 95–4821 Filed 2–27–95; 8:45 am]

BILLING CODE 8025–01–M

[Application No. 99000161]

United Partners, Inc.; Notice of Filing

of an Application for a License to

Operate as a Small Business

Investment Company

Notice is hereby given of the filing of

an application with the Small Business

Administration (SBA) pursuant to

§ 107.102 of the Regulations governing

small business investment companies

(13 CFR 107.102 (1994)) by UBS

Partners, Inc. at 299 Park Avenue, New

York, NY 10171, for a license to operate

as a small business investment company

(SBIC) under the Small Business

Investment Act of 1958, as amended, (15

U.S.C. et. seq.), and the Rules and

Regulations promulgated thereunder. Its

area of operation will be throughout the

United States.

UBS Partners, Inc. is a wholly owned

subsidiary of UBS, Inc. UBS Partners,

Inc. has three officers: Justin S.

Maccarone, President; Jeffrey Keenan,

Vice-President and Secretary; and,

Michael Greene, Vice-President and

Treasurer. The Officers, who will be

employed by the parent and other

affiliates, have extensive banking and

senior management experience,

advanced academic training in business

management, and multiple investment

experiences in varied companies and

industries.

The applicant will begin operations

with Regulatory Capital of $2.6 million

and will be a source of equity and

subordinated debt for companies with

annual sales of $5 million, as well as,

startup small business concerns.

Matters involved in SBA’s

consideration of the application include

the general business reputation and

character of the proposed owners and

management, and the probability of

successful operations of the new

company under their management,

including profitability and financial

soundness in accordance with the Act

and Regulations.

Notice is hereby given that any person

may, not later than 15 days from the