Federal Register / Vol. 61, No. 82 / Friday, April 26, 1996 / Notices 18633

1Bear, Stearns & Co. Inc. has indicated that it will

act as a market maker for the Security upon the

delisting of such Security from the Amex. See letter

from Stephen M. Parish, Managing Director, Bear,

Stearns & Co. Inc. to James L. Starr, Chief Financial

Officer, Sierra Health Services, Inc. dated Feb. 15,

1995. Bear, Stearns & Co. Inc. also indicated,

however, that it reserves the right to cease acting

as a market maker for the Security at any time and

for any reason. Id.

2The Company provided the Commission with

copies of the three comment letters as well as the

Company’s responses thereto.

the Company has informed the

Commission that it considered the

direct and indirect costs and expenses

associated with maintaining the listing

of the Securities on the Amex and

complying with the reporting

requirements of the Act. The Company

also considered the limited number of

recordholders of the Security, the

availability of a market maker 1 for the

Security and the fact that the Company

no longer has other publicly traded

equity securities. In addition, the

Company considered that holders of the

Security will benefit to the extent that

any cost savings realized by delisting

improves the credit worthiness of the

Company.

The Company has complied with Rule

18 of the Amex by filing with the Amex

a certified copy of preambles and

resolutions adopted by the Company’s

Board of Directors authorizing the

withdrawal of the Security from listing

on the Amex, and by setting forth in

detail to the Amex the reasons for such

proposed withdrawal and the facts in

support thereof. The Amex has

informed the Company that it has no

objection to the withdrawal of the

Security from listing on the Amex.

Pursuant to Amex’s request and Amex

Rule 18(2)(b), the Company mailed

notice of its intention to file this

application to the registered holders of

the Security on or about March 5, 1996.

In response, the Company received

three comment letters written by two

holders of the Security concerning the

Company’s application to delist the

Security.2

The first commentor objected to the

proposed delisting of the Security on

the basis that it destroys an open market

for the Security, thereby allowing the

Company to set the value of the

Security. In a second letter, this

commentor also requested information

regarding the nature of the cost savings

due to the delisting of the Security, the

name of the news service that will

publish the quotation for the Security

and asked why Sierra would not be

liable to the holders of the Security. In

response to the commentor’s first letter,

the Company stated that Bear, Stearns &

Co., Inc. has confirmed that it intends to

act as a market-maker for the Security

and, moreover, the value of the Security

will be set by the market place and not

by the Company. In response to the

commentor’s second letter, the

Company stated that delisting the

Security would alleviate accounting

fees, legal fees, listing fees, and filing

fees associated with the maintenance of

a listing on the Amex. The Company

also stated that brokers should be able

to ascertain the quotation for the

Security by contacting Bear, Stearns &

Co., Inc. Lastly, the Company stated that

the Securities are a debt obligation of

the Company and are not automatically

assumed or guaranteed by anyone, in

this case Sierra, who becomes a

shareholder of the Company after the

issuance of the Security.

The second commentor objected to

the proposed delisting of the Security

on the basis that there are more than 50

holders of the Security. The Company

responded that the indenture trustee has

confirmed that there are fewer than 50

record holders of the Security.

Any interested person may, on or

before May 13, 1996, submit by letter to

the Secretary of the Securities and

Exchange Commission, 450 Fifth Street,

NW., 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. 96–10316 Filed 4–25–96; 8:45 am]

BILLING CODE 8010–01–M

[Investment Company Act Release No.

21908; 811–3702]

Prudential Strategist Fund, Inc.; Notice

of Application for Deregistration

April 22, 1996.

AGENCY: Securities and Exchange

Commission (‘‘SEC’’).

ACTION: Notice of Application for

Deregistration under the Investment

Company Act of 1940 (the ‘‘Act’’).

APPLICANT: Prudential Strategist Fund,

Inc.

RELEVANT ACT SECTION: 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 January 26, 1996 and amended on

April 15, 1996.

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 17, 1996, and should be

accompanied by proof of service on

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 Seaport Plaza, New

York, New York 10292, Attention: S.

Jane Rose, Esq.

FOR FURTHER INFORMATION CONTACT:

Mercer E. Bullard, Staff Attorney, (202)

942–0565, or Alison E. Baur, Branch

Chief, (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 at the SEC’s

Public Reference Branch.

Applicant’s Representations

1. Applicant is an open-end,

diversified management investment

company incorporated under Maryland

law. On March 31, 1983, applicant

registered under the Act and filed a

registration statement pursaunt to

Section 8(b) of the Act and the

Securities Act of 1933. The registration

statement was declared effective on June

6, 1983. Applicant commenced an

initial public offering of its shares on

June 13, 1983. Applicant initially

registered under the name PrudentialBache Research Fund, Inc., changed its

name to Prudential Growth Fund, Inc.

on October 24, 1991, and again changed

its name to Prudential Strategist Fund,

Inc. on June 23, 1994. Applicant offers

three classes of shares: Class A, Class B

and Class C.

2. On March 7, 1995, applicant’s

Board of Directors (the ‘‘Board’’)

authorized the execution of an

Agreement and Plan of Rorganization

and Liquidation (the ‘‘Agreement’’)
18634 Federal Register / Vol. 61, No. 82 / Friday, April 26, 1996 / Notices

1Rule 17a–8 provides relief from the affiliated

transaction prohibition of section 17(a) of the Act

for a merger of investment companies that may be

affiliated person of each other solely by reason of

having a common investment adviser, common

directors, and/or common officers.

1The Commission initially approved the BSE’s

proposal to codify procedures for stopping stock

and to establish a separate pilot program for

stopping stock in minimum variation markets in

Securities Exchange Act Release No. 35068 (Dec. 8,

1994), 59 FR 64717 (Dec. 15, 1994) (File No. SR–

BSE–94–09) (‘‘1994 Pilot Approval Order’’). The

Commission subsequently extended the pilot

program in Securities Exchange Act Release Nos.

35474 (Mar. 10, 1995), 60 FR 14471 (Mar. 17, 1995)

(File No. SR–BSE–95–03) (‘‘March 1995 Pilot

Approval Order’’); 36004 (July 21, 1995), 60 FR

38872 (July 28, 1995) (‘‘July 1995 Pilot Approval

Order’’). This pilot program expires after April 21,

1996. In this filing, the Exchange proposes a

modified version of its pilot program for stopping

stock in minimum variation markets.

between the applicant and the

Prudential Multi-Sector Fund, Inc. (the

‘‘Multi-Sector Fund’’). The Multi-Sector

Fund was incorporated under Maryland

law and SEC records indicate that it is

registered as an open-end, nondiversified management investment

company.

3. The Board approved the

reorganization because declining assets

had resulted in increased expense ratios

and the reorganization was expected to

achieve economies of scale by

eliminating duplicative expenses.

4. The Multi-Sector Fund and

applicant have the same investment

adviser, Prudential Mutual Fund

Management, Inc., and applicant and

the Multi-Sector Fund accordingly may

be deemed to be affiliated persons.

Applicant therefore relied on the

exemption provided by rule 17a–8

under the Act to effect the merger.1 In

accordance with the rule, the directors

of applicant determined that the sale of

applicant’s assets to the Multi-Sector

Fund was in the best interest of

applicant and that the interests of the

shareholders of applicant would not be

diluted by the exchange of Class A

shares, Class B shares and Class C

shares of applicant for Class A shares,

Class B shares and Class C shares of the

Multi-Sector Fund, respectively.

5. Proxy materials were filed with the

SEC on April 27, 1995 and distributed

to applicant’s shareholders on or about

that date. On June 9, 1995, applicant’s

shareholders approved the Agreement.

6. On June 23, 1995, the effective date

of the merger, applicant had total net

assets of $180,586,169, comprising

8,583,943 Class A shares at a rounded

net asset value of $16.31 per share,

2,524,094 Class B shares at a rounded

net asset value of $16.06 per share and

4,337 Class C shares at a rounded net

asset value of $16.05 per share.

7. Pursuant to the Agreement, on June

23, 1995 the applicant transferred all of

its assets to the Multi-Sector Fund, and

the Multi-Sector Fund assumed all of

applicant’s liabilities, in exchange for

10,248,304.170 Class A shares,

3,001,830.667 Class B shares and

5,157.037 Class C shares of the MultiSector Fund. Such Class A shares, Class

B shares and Class C shares of the MultiSector Fund were distributed pro rata to

the Class A, Class B and Class C

shareholders of applicant. The number

of shares of the Multi-Sector Fund

distributed to shareholders of the

Strategist Fund was determined by

dividing the net asset value of each

share of each class of the Strategist Fund

by the net asset value of each share of

each class of the Multi-Sector Fund.

8. Total expenses of the merger were

$110,550 for printing expenses, $48,000

for solicitation expenses, $99,500 for

legal fees and expenses, and $74,100 for

mailing expenses. The expenses will be

paid by applicant and the Multi-Sector

Fund in proportion to their respective

asset levels. Because applicant has no

assets and the Multi-Sector Fund has

assumed all applicant’s liabilities, these

expenses will be satisfied from the

assets of the Multi-Sector Fund.

9. As of the date of the application,

applicant had no shareholders, assets, or

liabilities. There are no shareholders to

whom distributions in complete

liquidation of their interests have not

been made. Applicant is not a party to

any litigation or administrative

proceeding. Applicant is not now

engaged, nor does it propose to engage,

in any business activities other than

those necessary for the winding up of its

affairs.

10. Applicant intends to file Articles

of Dissolution with the Department of

Assessments and Taxation of the State

of Maryland as soon as practicable.

For the SEC, by the Division of Investment

Management, under delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 96–10355 Filed 4–26–96; 8:45 am]

BILLING CODE 8010–01–M

[Release No. 34–37134; File No. SR–BSE–

96–03]

Self-Regulatory Organizations; Notice

of Filing and Order Granting

Accelerated Approval of Proposed

Rule Change by the Boston Stock

Exchange, Incorporated Relating to

Stopping Stock in Minimum Variation

Markets

April 22, 1996.

Pursuant to Section 19(b)(1) of the

Securities Exchange Act of 1934

(‘‘Act’’), 15 U.S.C. § 78s(b)(1), notice is

hereby given that on April 19, 1996, the

Boston Stock Exchange, Incorporated

(‘‘BSE’’ or ‘‘Exchange’’) filed with the

Securities and Exchange Commission

(‘‘Commission’’) the proposed rule

change as described in Items I, II, and

III below, which Items have been

prepared by the self-regulatory

organization. The Commission is

publishing this notice to solicit

comments on the proposed rule change

from interested persons and grant

accelerated approval.

I. Self-Regulatory Organization’s

Statement of the Terms of Substance of

the Proposed Rule Change

The Exchange seeks permanent

approval of its rule, as proposed be to

amended, regarding stopping stock in

minimum variation markets.1

II. Self-Regulatory Organization’s

Statement of the Propose of, and

Statutory Basis for, the Proposed Rule

Change

In its filing with the Commission, the

self-regulatory organization included

statements concerning the purpose of

and basis for the proposed rule change

and discussed any comments it received

on the proposed rule change. The text

of these statements may be examined at

the places specified in Item III below.

The self-regulatory organization has

prepared summaries, set forth in

Sections A, B, and C below, of the most

significant aspects of such statements.

A. Self-Regulatory Organization’s

Statement of the Purpose of, and

Statutory Basis for, the Proposed Rule

Change

1. Purpose

The purpose of the proposed rule

change is to eliminate those provisions

of the current pilot program regarding

the execution of stopped orders in

minimum variation markets that

provide for the execution of stopped

orders ahead of same priced limits with

priority through the execution of 500

shares on the book. The Exchange seeks

permanent approval of all other aspects

of the rule regarding stopping stock in

minimum variation markets.

The proposed rule will require the

execution of stopped orders in

minimum variation markets (a) after a

transaction takes place on the primary

market at the stopped price or higher in

the case of a buy order (lower in the

case of a sell order) or (b) at an

improved price after the applicable

Exchange share volume at that

improved price has been exhausted. In

no event will a stopped order be