[Federal Register Volume 59, Number 132 (Tuesday, July 12, 1994)] [Unknown Section] [Page 0] From the Federal Register Online via the Government Publishing Office [www.gpo.gov] [FR Doc No: 94-16756] [[Page Unknown]] [Federal Register: July 12, 1994] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Investment Company Act Release No. 20382; File No. 811-4127] Dean Witter Equity Income Trust; Application for Deregistration July 1, 1994. Agency: Securities and Exchange Commission (``SEC''). Action: Notice of Application for Deregistration under the Investment Company Act of 1940 (the ``Act''). ----------------------------------------------------------------------- Applicant: Dean Witter Equity Income Trust. Relevant Act Section: Section 8(f). Summary of Application: Applicant seeks an order declaring that it has ceased to be an investment company. Filing Date: The application on Form N-8F was filed on May 17, 1994 and amended on June 27, 1994. 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 July 26, 1994, 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 who wish to be notified of a hearing may request notification by writing to the SEC's Secretary. Addresses: Secretary, SEC, 450 5th Street, NW., Washington, DC 20549. Applicant, Two World Trade Center, New York, New York 10048. For Further Information Contact: Fran Pollack-Matz, Senior Attorney, at (202) 942-0570, or Robert A. Robertson, Branch Chief, at (202) 942-0564 (Office of Investment Company Regulation, Division of Investment Management). 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 Massachusetts business trust. On October 12, 1984, applicant registered under the Act and filed a registration statement pursuant to section 8(b) of the Act. The registration statement became effective on December 21, 1984, and the initial public offering commenced on January 25, 1985. 2. At a Special Meeting held on December 2, 1993, the board of trustees of applicant voted to approve an Agreement and Plan of Reorganization (the ``Plan'') and called a Special Meeting of the shareholders of applicant to vote on the Plan. Pursuant to the Plan, the assets of applicant were transferred to Dean Witter Value-Added Market Series, a Massachusetts business trust (``Value-Added'') in exchange for shares of Value-Added (the ``Reorganization''). 3. In approving the Reorganization, the directors considered a number of factors, including, (a) the comparative investment performance and past growth in assets of applicant and Value-Added, (b) the comparative expenses of applicant and Value-Added, (c) the impact on applicant's security holders if applicant were not reorganized or were liquidated, (d) the compatibility of the investment objectives, policies, restrictions, and portfolios of applicant and Value-Added, (e) the terms and conditions of the Reorganization that would affect the price of Value-Added shares to be issued in the Reorganization, (f) the tax-free nature of the Reorganization, and (g) any direct or indirect costs to be incurred by applicant and Value-Added in connection with the Reorganization. 4. Applicant and Value-Added could be deemed affiliated persons of each other within the meaning of the Act. In accordance with rule 17a- 8, the board of trustees of applicant determined that the sale of applicant's assets to Value-Added was in the best interests of applicant and applicant's shareholders, and that the interests of the existing shareholders would not be diluted as a result of applicant effecting the transaction. 5. Preliminary proxy materials were filed on December 3, 1993, as part of Value-Added's registration statement on Form N-14. Definitive proxy materials relating to the Reorganization were filed on February 25, 1993. Applicant's shareholders voted to approve the Plan on April 14, 1994. 6. As of April 15, 1994, applicant had 12,702,132.755 shares outstanding, at a net asset value of $8.38 per share and an aggregate net asset value of $106,440,011.49. Pursuant to the Plan, the assets of applicant were transferred to Value-Added in exchange for shares of beneficial interest of Value-Added. The aggregate net asset value of shares of Value-Added issued in the Reorganization was equal to the value of applicant's assets on April 15, 1994 (the business day immediately preceding the Reorganization) less applicant's liabilities. Applicant thereafter distributed the Value-Added shares it received to its security holders by crediting each security holder with a pro rata portion of Value-Added shares equal to the security holder's investment in applicant. 7. No brokerage commissions were paid in connection with the Reorganization. The cost of printing and mailing the proxy statement and any additional material relating to the stockholder meeting at which the Plan and the Reorganization were approved, and the cost of soliciting proxies, including legal and accounting fees in connection with the preparation of the proxy statement, was paid by applicant. Any expenses related to the shareholders of Value-Added, in connection with the Reorganization, were paid by Value-Added. 8. At the time of the application, applicant had no security holders, assets, or liabilities. Applicant is not a party to any litigation or administrative proceedings. Applicant is not now engaged in, and does not propose to engage in, any business activities. For the SEC, by the Division of Investment Management, under delegated authority. Margaret H. McFarland, Deputy Secretary. [FR Doc. 94-16756 Filed 7-11-94; 8:45 am] BILLING CODE 8010-01-M