[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: 94-8630]


[[Page Unknown]]

[Federal Register: April 12, 1994]


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SECURITIES AND EXCHANGE COMMISSION
[Rel. No. IC-20194; 811-4389]

 

Capstone Cashman Farrell Value Fund, 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 Cashman Farrell 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 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 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, 110 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 August 22, 1985, 
applicant 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 March 27, 1986, 
and applicant commenced its initial public offering on that same date.
    2. On July 16, 1993, applicant's board of directors approved a plan 
of reorganization whereby applicant agreed to transfer all of its 
assets and liabilities to the Value Equity Fund portfolio of Core 
Funds, Inc. (the ``Acquiring Fund''), in exchange for Series B shares 
of the Acquiring 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 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 Acquiring Fund may be deemed to be 
affiliated persons of each other by reason of having a common 
investment adviser. 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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    3. In approving the reorganization, the directors considered 
various factors, including, (a) the low asset size and consequent high 
expense ratios of applicant, (b) limited investment flexibility due to 
applicant'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.
    4. Proxy materials soliciting shareholder approval of the 
reorganization were distributed to applicant's shareholders on or about 
October 4, 1993. 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 November 2, 1993.
    5. As of November 26, 1993 (the ``Closing Date''), applicant had 
330,695 shares of common stock outstanding with an aggregate net asset 
value of $3,977,614, and a per share net asset value of $12.03. On the 
Closing Date, applicant transferred all of its assets to the Acquiring 
Fund in exchange for Series B shares of the Acquiring Fund having a net 
asset value equal to the value of the assets of applicant, subject to 
its liabilities. The shares received in exchange for applicant's assets 
were distributed to applicant's shareholders on a pro rata basis.
    6. The expenses in connection with the reorganization consisted of 
legal, accounting, printing, and administrative expenses totalling 
approximately $55,500. These expenses were borne by applicant and the 
Acquiring Fund, with applicant's share of the expenses totalling 
approximately $24,000.
    7. 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. 94-8630 Filed 4-11-94; 8:45 am]
BILLING CODE 8010-01-M