18632 Federal Register / Vol. 61, No. 82 / Friday, April 26, 1996 / Notices

Pursuant to 10 CFR 2.202(c)(2)(i), Mr.

Guzman or any other person adversely

affected by this Order may, in addition

to demanding a hearing, at the time the

answer is filed or sooner, move the

presiding officer to set aside the

immediate effectiveness of the Order on

the ground that the Order, including the

need for immediate effectiveness, is not

based on adequate evidence but on mere

suspicion, unfounded allegations, or

error.

In the absence of any request for

hearing, or written approval of an

extension of time in which to request a

hearing, the provisions specified in

Section IV above shall be final 20 days

from the date of this Order without

further order or proceedings. An answer

or a request for hearing shall not stay

the immediate effectiveness of this

order.

Dated at Rockville, Maryland this day of

April 1996.

For the Nuclear Regulatory Commission.

James L. Milhoan,

Deputy Executive Director for Nuclear Reactor

Regulation, Regional Operations, and

Research.

[FR Doc. 96–10349 Filed 4–25–96; 8:45 am]

BILLING CODE 7590–01–P

POSTAL RATE COMMISSION

[Docket No. A96–14; Order No. 1109]

Forest Grove, Montana 59441: (May A.

Charbonneau, Petitioner); Notice and

Order Accepting Appeal and

Establishing Procedural Schedule

Under 39 U.S.C. 404(b)(5)

Issued April 22, 1996.

Before Commissioners: Edward J. Gleiman,

Chairman; W.H. ‘‘Trey’’ LeBlanc III, ViceChairman; George W. Haley; H. Edward

Quick, Jr.

Docket Number: A96–14.

Name of Affected Post Office: Forest

Grove, Montana 59441.

Name(s) of Petitioner(s): May A.

Charbonneau.

Type of Determination: Consolidate.

Date of Filing of Appeal Papers: April

15, 1996.

Categories of Issues Apparently

Raised:

1. Effect on postal services [39 U.S.C.

404(b)(2)(C)].

2. Effect on the community [39 U.S.C.

404(b)(2)(A)].

After the Postal Service files the

administrative record and the

Commission reviews it, the Commission

may find that there are more legal issues

than those set forth above. Or, the

Commission may find that the Postal

Service’s determination disposes of one

or more of those issues.

The Postal Reorganization Act

requires that the Commission issue its

decision within 120 days from the date

this appeal was filed (39 U.S.C. 404

(b)(5)). In the interest of expedition, in

light of the 120-day decision schedule,

the Commission may request the Postal

Service to submit memoranda of law on

any appropriate issue. If requested, such

memoranda will be due 20 days from

the issuance of the request and the

Postal Service shall serve a copy of its

memoranda on the petitioners. The

Postal Service may incorporate by

reference in its briefs or motions, any

arguments presented in memoranda it

previously filed in this docket. If

necessary, the Commission also may ask

petitioners or the Postal Service for

more information.

The Commission Orders

(a) The Postal Service shall file the

record in this appeal by April 30, 1996.

(b) The Secretary of the Postal Rate

Commission shall publish this Notice

and Order and Procedural Schedule in

the Federal Register.

By the Commission.

Margaret P. Crenshaw,

Secretary.

Appendix

April 15, 1996: Filing of Appeal letter

April 22, 1996: Commission Notice and

Order of Filing of Appeal

May 10, 1996: Last day of filing of

petitions to intervene [see 39 CFR

3001.111(b)]

May 20, 1996: Petitioner’s Participant

Statement or Initial Brief [see 39 CFR

3001.115 (a) and (b)]

June 10, 1996: Postal Service’s

Answering Brief [see 39 CFR

3001.115(c)]

June 24, 1996: Petitioner’s Reply Brief

should Petitioner choose to file one

[see 39 CFR 3001.115(d)]

July 1, 1996: Deadline for motions by

any party requesting oral argument.

The Commission will schedule oral

argument only when it is a necessary

addition to the written filings [see 39

CFR 3001.116]

August 20, 1996: Expiration of the

Commission’s 120-day decisional

schedule [see 39 U.S.C. 404(b)(5)]

[FR Doc. 96–10340 Filed 4–25–96; 8:45 am]

BILLING CODE 7710–FW–P

SECURITIES AND EXCHANGE

COMMISSION

[File No. 1–10589]

Issuer Delisting; Notice of Application

To Withdraw From Listing and

Registration; (CII Financial, Inc., 71⁄2%

Convertible Subordinated Debentures

Due 2001)

April 22, 1996.

CII Financial, Inc. (‘‘Company’’) has

filed an application with the Securities

and Exchange Commission

(‘‘Commission’’), pursuant to Section

12(d) of the Securities Exchange Act of

1934 (‘‘Act’’) and Rule 12d2–2(d)

promulgated thereunder, to withdraw

the above specified security (‘‘Security’’)

from listing and registration on the

American Stock Exchange, Inc.

(‘‘Amex’’).

The reasons alleged in the application

for withdrawing the Security from

listing and registration include the

following:

Pursuant to an Indenture dated

September 15, 1991 (the ‘‘indenture’’),

the Company issued the Security. The

Security was originally convertible into

the Company’s common stock, and both

the Security and the common stock

were listed on the Amex.

On October 31, 1995, Sierra Health

Services, Inc., a Nevada corporation

(‘‘Sierra’’), acting through a whollyowned subsidiary, acquired the

Company by a subsidiary merger (the

‘‘Merger’’) in which the Company

became a wholly-owned subsidiary of

Sierra. Sierra is a public company

whose common stock is listed for

trading on the New York Stock

Exchange, Inc. and which is required to

file reports under the Act. In connection

with the Merger, each outstanding share

of the Company’s common stock was

converted into 0.37 of a share of Sierra’s

common stock (the ‘‘Exchange Ratio’’).

In November 1995, the Amex filed a

Form 25 notifying the SEC that the

Amex had removed the Company’s

common stock from listing and

registration on the Amex.

At the effective time of the Merger,

the Security ceased being convertible

into the Company’s common stock and

became convertible into Sierra’s

common stock. Sierra has not otherwise

assumed the Company’s obligations

under the Security and has not

guaranteed the payment of principal,

interest or premium, if any, thereon.

On March 22, 1996, Securities in the

aggregate principal amount of

$58,600,000 were outstanding and were

held of record by fewer than 50 persons.

In making the decision to withdraw

the Security from listing on the Amex,
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’’)