[Federal Register Volume 60, Number 74 (Tuesday, April 18, 1995)]
[Notices]
[Page 19437]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-9519]



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SECURITIES AND EXCHANGE COMMISSION
[Rel. No. IC-20999; 811-1534]


SAFECO Growth Fund, Inc.; Notice of Application

April 12, 1995.
AGENCY: Securities and Exchange Commission (``SEC'').

ACTION: Notice of Application for Deregistration under the Investment 
Company Act of 1940 (the ``Act'').

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APPLICANT: SAFECO Growth Fund, Inc.

RELEVANT ACT SECTION: Section 8(f).

SUMMARY OF APPLICATION: Applicant requests an order declaring that it 
has ceased to be an investment company under the Act.

FILING DATE: The application was filed on March 31, 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 May 8, 1995, 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 5th Street, N.W., Washington, D.C. 
20549. Applicant, SAFECO Plaza, Seattle, WA 98185.

FOR FURTHER INFORMATION CONTACT:
Felice R. Foundos, Staff Attorney, (202) 942-0571, or Robert A. 
Robertson, 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 management investment company organized 
as a corporation under the laws of the State of Washington. In 1967, 
applicant filed a registration statement pursuant to section 8(b) of 
the Act and a registration statement pursuant to the Securities Act of 
1933 to register its shares of common stock. After the registration 
statements became effective, applicant commenced the initial public 
offering of its shares.
    2. On May 6, 1993, applicant's board of directors approved a plan 
of reorganization (the ``Plan'') between applicant and SAFECO Common 
Stock Trust (the ``Trust'') on behalf of its series SAFECO Growth Fund 
(the ``Acquiring Fund'').\1\ The Trust is an investment company 
organized under the laws of Delaware.

    \1\Applicant's board of directors determined that the Plan was 
in the best interests of applicant and that the interests of 
applicant's existing shareholders would not be diluted as a result 
of effecting the transactions.
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    3. By moving its assets from a Washington corporation to a Delaware 
trust, applicant expects its shareholders to benefit from the adoption 
of new methods of operations and employment of new technologies that 
are expected to reduce costs. For example, Washington corporations are 
required to hold annual meetings, whereas a series of the Trust has no 
such requirement. Further, Delaware trusts generally have greater 
flexibility than Washington corporations to respond to future 
contingencies, allowing such trusts to operate under the most advanced 
and cost efficient form of organization. For example, Delaware law 
authorizes electronic or telephonic communications between a Delaware 
trust and its shareholders. In addition, as one of several series of 
the Trust, applicant's shareholders should enjoy certain expense 
savings through economies of scale that would not be available to a 
stand-alone entity.
    4. On May 7, 1993, applicant filed proxy materials with the SEC 
relating to the proposed reorganization and afterwards distributed such 
proxy materials to its shareholders. Applicant's shareholders approved 
the reorganization at a meeting held on August 5, 1993.
    5. Pursuant to the Plan, applicant transferred all of its assets 
and liabilities to the Fund on September 30, 1993, in exchange for 
shares of the Acquiring Fund. The exchange was based on the relative 
net asset value of applicant and the Acquiring Fund. Immediately 
thereafter, applicant distributed pro rata to its shareholders the 
Acquiring Fund shares it received in the reorganization. No brokerage 
commissions were incurred in this reorganization.
    6. The total expenses incurred in connection with the 
reorganization, consisting of legal fees, accounting fees, and printing 
and mailing costs of proxy materials, were $39,242 and were paid by 
applicant.
    7. As of the date of the application, applicant had no assets, 
debts or liabilities, and was not a party to any litigation or 
administrative proceeding.
    8. Applicant has filed a certificate of dissolution with the State 
of Washington on October 1, 1993.
    9. Applicant is neither engaged in nor proposes to engage in any 
business activities other than those necessary for the winding up of 
its affairs.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 95-9519 Filed 4-17-95; 8:45 am]
BILLING CODE 8010-01-M