[Federal Register Volume 59, Number 27 (Wednesday, February 9, 1994)]
[Unknown Section]
[Page 0]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 94-2891]


[[Page Unknown]]

[Federal Register: February 9, 1994]


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SECURITIES AND EXCHANGE COMMISSION
[Rel. No. IC-20052; 811-5640]

 

Templeton Value Fund, Inc.; Application for Deregistration

February 2, 1994.
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: Templeton Value 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 DATE: The application was filed on December 9, 1993 and amended 
on January 14, 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 February 28, 
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 Fifth Street, NW., Washington, DC 20549. 
Applicant, 700 Central Avenue, St. Petersburg, Florida 33701.

FOR FURTHER INFORMATION CONTACT: Marc Duffy, Staff Attorney, (202) 272-
2511, or C. David Messman, Branch Chief, (202) 272-3018 (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 diversified management investment 
company organized as a Maryland corporation. On August 19, 1988, 
applicant registered under section 8(a) of the Act and filed a 
registration statement pursuant to section 8(b) of the Act and the 
Securities Act of 1933. The registration statement was declared 
effective and the initial public offering commenced on October 20, 
1988. Applicant operated as a closed-end investment company from 
October 27, 1988 through February 28, 1991.
    2. On October 14, 1990, applicant filed a registration statement 
pursuant to the Securities Act of 1933 to register an indefinite number 
of shares as an open-end investment company. The registration statement 
was declared effective on March 1, 1991.
    3. On May 27, 1993, applicant's Board of Directors approved an 
Agreement and Plan of Reorganization (the ``Reorganization'') between 
applicant and Templeton Smaller Companies Growth Fund, Inc. (the 
``Growth Fund''). In accordance with rule 17a-8 of the Act, applicant's 
directors determined that the sale of applicant's assets to Growth Fund 
was in the best interest of applicant's shareholders, and that the 
interests of the existing shareholders would not be diluted as a 
result.\1\
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    \1\Applicant and the Growth Fund may be deemed to be affiliated 
persons of each other by reason of having a common investment 
adviser, common directors, and common officers. Although purchases 
and sales between affiliated persons generally are prohibited by 
section 17(a) of the Act, rule 17a-8 provides an exemption for 
certain purchases and sales among investment companies that are 
affiliated persons of one another solely by reason of having a 
common investment adviser, common directors, and/or common officers.
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    4. On or about September 8, 1993, proxy materials related to the 
Reorganization were distributed to applicant's shareholders. At a 
special meeting held on October 13, 1993, holders of a majority of the 
outstanding voting shares of applicant approved the Reorganization.
    5. On October 22, 1993 (the ``Closing Date''), Growth Fund acquired 
all or substantially all of the assets of applicant in exchange for 
shares of Growth Fund and the assumption by Growth Fund of all of 
applicant's known liabilities. The number of shares of Growth Fund 
issued to applicant was determined on the basis of the relative net 
asset values of applicant and Growth Fund as of the Closing Date. Each 
shareholder of applicant received that number of shares of Growth Fund 
having an aggregate net asset value equal to the aggregate net asset 
value of such shareholder's shares of applicant as of the Closing Date.
    6. On the Closing Date, applicant had 10,759,620 shares outstanding 
with a net asset value of $10.07 per share and an aggregate net asset 
value of $108,307,279.
    7. The expenses related to the Reorganization totaled approximately 
$120,300. Such expenses included the cost of printing and mailing proxy 
statements as well as $65,427 in commissions that were paid to transfer 
ownership of some small foreign portfolio securities. Applicant, Growth 
Fund, and Templeton Investment Counsel, Inc., the investment adviser, 
each paid one-third of the expenses incurred in connection with the 
Reorganization.
    8. At the time of filing of the application, applicant had no 
assets or liabilities. Applicant has no shareholders and is not a party 
to any litigation or administrative proceedings. Applicant is not 
engaged in, and does not propose to engage in, any business activities 
other than those necessary for the winding up of its affairs.
    9. Applicant intends to file a certificate of dissolution in 
accordance with the laws of the State of Maryland.

    For the SEC, by the Division of Investment Management, under 
delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 94-2891 Filed 2-8-94; 8:45 am]
BILLING CODE 8010-01-M