[Federal Register Volume 61, Number 163 (Wednesday, August 21, 1996)]
[Notices]
[Pages 43276-43278]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-21328]
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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. IC-22143; 811-5520]
Chicago Milwaukee Corporation; Notice of Application
August 15, 1996.
AGENCY: Securities and Exchange Commission (``SEC'').
[[Page 43277]]
ACTION: Notice of Application for Deregistration under the Investment
Company Act of 1940 (the ``Act'').
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APPLICANT: Chicago Milwaukee Corporation.
RELEVANT ACT SECTION: Section 8(f).
SUMMARY OF APPLICATION: Applicant requests an order declaring that it
has ceased to be an investment company.
FILING DATES: The application was filed on March 22, 1996 and amended
on July 1, 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 September 9,
1996, and should be accompanied by proof of service on the 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, NW., Washington, DC 20549.
Applicant, 547 West Jackson Boulevard, Chicago, Illinois 60661.
FOR FURTHER INFORMATION CONTACT:
Mary Kay Frech, Senior Attorney, at (202) 942-0579, or Alison E. Baur,
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 is an open-end, non-diversified management investment
company organized as a corporation under the laws of Maryland.
2. On March 22, 1988, applicant registered under the Act as a
closed-end, non-diversified management investment company. On May 12,
1993, at a special meeting of the stockholders of applicant, the
stockholders approved the conversion of applicant to an open-end, non-
diversified management investment company. Applicant filed a
notification of registration as an open-end management company on Form
N-8A on July 1, 1993. On October 1, 1993, applicant filed a
registration statement on Form N-1A pursuant to section 8(b) of the
Act.
3. On May 8, 1995, applicant's board of directors adopted a plan of
complete liquidation (the ``Plan'') for the purpose of effecting the
complete liquidation of applicant. The board of directors directed that
(a) applicant redeem, pursuant to applicant's charter, on May 22, 1995
(the ``Redemption Date''), all of the shares of applicant's common
stock issued and outstanding on the Redemption Date at a per share
price equal to the net asset value per share of the common stock
determined at the close of business on the Redemption Date; and (b) the
redemption payment to be made on the Redemption Date be deemed to
include an uncertificated, nontransferable (except by the laws of
descent and distribution) right entitling the holder thereof to the
holder's pro rata interest in any assets of applicant remaining
available for distribution from time to time after the Redemption Date
pursuant to the Plan and after satisfaction of applicant's liabilities.
Provision was made for payment of all of applicant's liabilities for
which the board of directors determined that such provision was
necessary, including expenses expected to be incurred in connection
with the winding up of applicant's affairs, by reserving an aggregate
amount of $1,752,080, which was in addition to amounts reserved or
accrued prior thereto.
4. The decision of applicant's board of directors that liquidation
was in the best interests of applicant's shareholders was based on the
following factors, among others: (a) the decline in applicant's total
assets as a result of shareholder redemptions; (b) the resulting
increase in applicant's expense ratio; (c) the expectation of the board
of directors that significant shareholder redemptions would continue;
(d) the inability to identify an investment company willing to acquire
applicant's assets; and (e) the belief that, because of continuing
shareholder redemptions, a delay in liquidation of applicant would
result in the costs of liquidation being borne by fewer shareholders,
to the detriment of those shareholders not redeeming.
5. No action by applicant's securityholders was required in
connection with adoption of the Plan or authorization of the redemption
of applicant's issued and outstanding common stock. Applicant's
shareholders approved applicant's charter on May 12, 1993, including
the provision authorizing applicant, by action of its board of
directors, to redeem all of applicant's outstanding capital stock.
6. On the Redemption Date, applicant had outstanding 267,828 shares
of common stock and total assets of $38,327,203. Assets in the
aggregate amount of $2,459,589 were reserved for the payment of
applicant's liabilities and expenses incurred in connection with the
winding up of applicant's affairs. On the Redemption Date, applicant's
total net assets were $35,867,614 and the net asset value per share of
applicant's common stock was $133.92. Checks in payment of the proceeds
of redemption were mailed on May 23, 1995 to all shareholders of record
on the Redemption Date, with each check representing the recipient
shareholder's pro rata share of the applicant's total net assets on the
Redemption Date.\1\
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\1\ It is not know yet whether any assets of applicant will be
available for distribution to those persons entitled thereto after
satisfaction of applicant's liabilities and completion of the
winding up of applicant's affairs.
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7. Applicant has outstanding contingent obligations to certain
third party obligees in respect of obligations assumed by CMC Heartland
Partners and Heartland Partners, L.P. and by Milwaukee Land Company,
but from which applicant has not sought or obtained releases. In
addition, applicant has incurred, and continues to incur, expenses in
connection with the winding up of its affairs, including: custody and
transfer agency expenses; compensation of its officers and employees;
compensation and expenses of members of its board of directors; real
estate transfer expenses; postage, telephone, occupancy and related
items; and legal and auditing fees and expenses. Such expenses have
been paid, and will continue to be paid, from the amounts reserved
therefor.
8. At the close of business on June 14, 1996, applicant had total
assets of $603,000, all of which was reserved for liabilities and
expenses in connection with the winding up of applicant's affairs.
Applicant's assets currently are held in U.S. treasury bills and cash.
9. Applicant is a defendant in a lawsuit pending in federal
district court in Tacoma, Washington. The plaintiff in that action,
Union Pacific Railroad Company (``Union Pacific''), is seeking to
collect costs of an environmental clean up of a rail yard in Tacoma.
CMC Heartland Partners has assumed applicant's obligations in the
defense of this matter and has filed a lawsuit in federal court in
Illinois asserting that Union Pacific's claim is barred by the
bankruptcy of applicant's former subsidiary to which applicant is
successor by merger. Except for this
[[Page 43278]]
matter, applicant is not a party to any litigation or administrative
proceeding.
10. Applicant has no securityholders and no securities outstanding.
Applicant is not now engaged and does not propose to engage in any
business activities other than those necessary for the winding up of
its affairs.
11. Applicant has not filed a certification of dissolution or
similar document pursuant to Maryland law. Applicant's charter was
forfeited pursuant to Section 3-503 of the Maryland General Corporation
Law on October 30, 1995.
For the SEC, by the Division of Investment Management, under
delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 96-21328 Filed 8-20-96; 8:45 am]
BILLING CODE 8010-01-M