[Federal Register Volume 59, Number 70 (Tuesday, April 12, 1994)]
[Unknown Section]
[Page 0]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 94-8629]


[[Page Unknown]]

[Federal Register: April 12, 1994]


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SECURITIES AND EXCHANGE COMMISSION
[Rel. No. IC-20193; 811-4634]

 

Capstone Equity Series, Inc.; Application

April 5, 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: Capstone Equity Series, 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 on Form N-8F was filed on February 8, 
1994 and amended on March 28, 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 May 2, 1994, 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 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, 1100 Milam Avenue, suite 3500, Houston, Texas 77002.

FOR FURTHER INFORMATION CONTACT:
Mary Kay Frech, Staff Attorney, at (202) 272-7648, or C. David Messman, 
Branch Chief, at (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 at the 
SEC's Public Reference Branch.

Applicant's Representations

    1. Applicant is a diversified open-end management investment 
company organized as a Maryland corporation. On April 8, 1986, 
applicant (then known as ValueGuard Stock Fund, Inc.) filed a 
notification of registration pursuant to section 8(a) of the Act and a 
registration statement pursuant to the Securities Act of 1933. The 
registration statement became effective on August 6, 1986, and 
applicant commenced its initial public offering on that same date.
    2. On June 25, 1992, shareholders of the Timed Equity Asset 
Management Fund series (``TEAM Fund'') of applicant redeemed all their 
TEAM Fund shares at the net asset value per share determined on that 
date, in exchange for which TEAM Fund distributed all of its assets 
totalling $409.86.
    3. On June 18, 1992, and again on October 26, 1992, applicant's 
board of directors approved a plan of reorganization whereby applicant 
agreed to transfer all of the assets of its Ray Equity/Income Trust 
series (``Ray Fund'') to the Capstone Fund of the Southwest series (the 
``Acquiring Fund'') of Capstone Series, Inc., in exchange for shares of 
the Acquiring Fund and the assumption by the Acquiring Fund of all 
identified liabilities of Ray Fund. In accordance with rule 17a-8 of 
the Act, applicant's directors determined that the sale of applicant's 
assets to the Acquiring Fund was in the best interests 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 Acquiring Fund may be deemed to be 
affiliated persons of each other because certain of applicant's 
directors and officers also serve as directors and/or officers of 
the Acquiring Fund. 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 each other 
solely by reason of having a common investment adviser, common 
directors, and/or common officers.
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    4. In approving the reorganization, the directors considered 
various factors, including, (a) the low asset size and consequent high 
expense ratios of Ray Fund (b) limited investment flexibility due to 
Ray Fund's small asset size, (c) the compatibility of applicant's 
investment objectives and practices with those of the Acquiring Fund, 
(d) the potential of enhanced investment performance, greater 
flexibility, and increased stability due to larger asset size, and (e) 
economies of scale to be realized primarily with respect to fixed 
expenses.
    5. Proxy materials soliciting shareholder approval of the 
reorganization were distributed to applicant's shareholders on or about 
September 24, 1992. Preliminary and definitive copies of the proxy 
materials were filed with the SEC. Applicant's shareholders approved 
the reorganization, in accordance with Maryland law, at a special 
meeting held on October 30, 1992.
    6. As of November 2, 1992 (the ``Closing Date'') applicant had 
310,577 shares of common stock outstanding with an aggregate net asset 
value of $2,047,664, and a per share net asset value of $6.59. On the 
Closing Date, applicant transferred all of the assets of the Ray Fund 
to the Acquiring Fund in exchange for shares of the Acquiring Fund 
having a net asset value equal to the value of the assets of the Ray 
Fund, less any liabilities transferred. The shares received in exchange 
for applicant's assets were distributed to applicant's shareholders on 
a pro rata basis.
    7. The expenses in connection with the reorganization consisted of 
legal, accounting, printing, and administrative expenses totalling 
approximately $23,000. These expenses were borne by applicant, CAMCO, 
and the Acquiring Fund, with applicant's share of the expenses 
totalling approximately $6,000.
    8. As of the date of the application, applicant had no 
shareholders, assets, or liabilities. Applicant is not a party to any 
litigation or administrative proceedings. Applicant is not presently 
engaged in, nor does it propose to engage in, any business activities 
other than those necessary for the winding up of its affairs.

    For the SEC, by the Division of Investment Management, under 
delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 94-8629 Filed 4-11-94; 8:45 am]
BILLING CODE 8010-01-M