[Federal Register Volume 60, Number 199 (Monday, October 16, 1995)]
[Notices]
[Pages 53661-53662]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-25505]
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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Rel. No. 21402; 811-1624]
Smith Barney Equity Funds, Inc.; Application for Deregistration
October 6, 1995.
AGENCY: Securities and Exchange Commission (``SEC'').
ACTION: Notice of Application for Deregistration under the Investment
Company Act of 1940 (``Act'').
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APPLICANT: Smith Barney Equity Funds, 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 June 28, 1995, and amended
on September 19, 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 October 31,
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 who wish to
be notified of a hearing may request such notification by writing to
the SEC's Secretary.
ADDRESSES: Secretary, SEC, 450 Fifth Street, N.W., Washington, D.C.
20549. Applicant, 388 Greenwich Street, New York, New York 10013.
FOR FURTHER INFORMATION CONTACT:
Courtney S. Thornton, Senior Attorney, at (202) 942-0583, 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, an open-end diversified management investment
company, is organized as a Maryland corporation. On March 20, 1968,
applicant filed a notification of registration on Form N-8A under
section 8(a) of the Act and registered under section 8(b) of the Act by
filing a registration statement on Form N-8B-1. Applicant also filed a
registration statement on Form S-5 under the Securities Act of 1933 to
register an indefinite number of shares of common stock. This
registration statement became effective on August 6, 1968, and
applicant's initial public offering commenced on or about that date.
2. At a meeting held on October 29, 1993, applicant's Board of
Directors (``Board'') approved the terms of an Agreement and Plan of
Reorganization (``Plan'') between applicant and the Income and Growth
Portfolio (``Portfolio''), a series of Smith Barney Funds, Inc. The
Plan provided for the transfer of all assets and disclosed liabilities
of applicant to the Portfolio in exchange for shares of Classes A and B
of the Portfolio. The Board approved the Plan because it determined
that the proposed reorganization would provide certain benefits to
shareholders. In reaching this determination, the Board considered: (a)
The terms and conditions of the reorganization; (b) the savings in
expenses borne by shareholders; (c) the fact that the reorganization
will be effected as a tax-free reorganization; (d) the comparative
investment performance of the funds; (e) the advantages of eliminating
the duplication inherent in marketing two
[[Page 53662]]
funds with similar investment objectives; and (f) the fact that the
costs of the reorganization will be borne by applicant's investment
adviser, Smith Barney Advisers, Inc. (``Manager'').
3. Applicant and the Portfolio were both advised by the Manager.
Applicant therefore relied on the exemption provided by rule 17a-8
under the Act to effect the transaction.\1\ Consequently, the Board
determined, in accordance with rule 17a-8, that the proposed
transaction was advisable and in the best interest of applicant's
shareholders, and that the interests of applicant's existing
shareholders would not be diluted as a result of the transaction.
\1\ Rule 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 persons of each other solely by
reason of having a common investment adviser, common directors, and/
or common officers.
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4. Applicant solicited proxies pursuant to a proxy statement dated
January 14, 1994, which was filed with the Commission and mailed to
shareholders. On February 24, 1994, applicant's shareholders voted to
approve the Plan.
5. As of March 3, 1994, applicant had 5,963,203 outstanding Class A
shares, and 41,567 outstanding Class B shares, with net asset values of
$14.71 and $14.68 per share, respectively. On that date, applicant's
aggregate net assets amounted to $88,308,192.
6. On March 4, 1994, all of applicant's assets and disclosed
liabilities were transferred to the Portfolio in exchange for shares of
Class A and Class B of the Portfolio. These shares subsequently were
distributed to shareholders of applicant's respective classes pro rata
in an amount equal to the value of their interests in applicant.
7. All expenses associated with the Plan, including the costs of
preparing, printing, and mailing the related proxy material to
applicant's shareholders, related legal fees, and governmental filing
fees, were paid by the Manager.
8. At the time of the application, applicant had no shareholders,
assets, or liabilities, nor was applicant a party to any litigation or
administrative proceeding. Applicant is not engaged in, nor does it
propose to engage in, any business activities other than those
necessary for the winding-up of its affairs.
9. Applicant filed Articles of Transfer with the Maryland
Department of Assessments and Taxation, which became effective on March
14, 1994. Applicant intends to file articles of dissolution upon
receipt of the order requested by this application.
For the SEC, by the Division of Investment Management, under
delegated authority.
Jonathan G. Katz,
Secretary.
[FR Doc. 95-25505 Filed 10-13-95; 8:45 am]
BILLING CODE 8010-01-M