[Federal Register Volume 59, Number 132 (Tuesday, July 12, 1994)]
[Unknown Section]
[Page 0]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 94-16756]


[[Page Unknown]]

[Federal Register: July 12, 1994]


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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 20382; File No. 811-4127]

 

Dean Witter Equity Income Trust; Application for Deregistration

July 1, 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: Dean Witter Equity Income Trust.

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 on Form N-8F was filed on May 17, 1994 and 
amended on June 27, 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 July 26, 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 5th Street, NW., Washington, DC 20549. 
Applicant, Two World Trade Center, New York, New York 10048.

For Further Information Contact: Fran Pollack-Matz, Senior Attorney, at 
(202) 942-0570, or Robert A. Robertson, Branch Chief, at (202) 942-0564 
(Office of Investment Company Regulation, Division of Investment 
Management).

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 an open-end management investment company organized 
as a Massachusetts business trust. On October 12, 1984, applicant 
registered under the Act and filed a registration statement pursuant to 
section 8(b) of the Act. The registration statement became effective on 
December 21, 1984, and the initial public offering commenced on January 
25, 1985.
    2. At a Special Meeting held on December 2, 1993, the board of 
trustees of applicant voted to approve an Agreement and Plan of 
Reorganization (the ``Plan'') and called a Special Meeting of the 
shareholders of applicant to vote on the Plan. Pursuant to the Plan, 
the assets of applicant were transferred to Dean Witter Value-Added 
Market Series, a Massachusetts business trust (``Value-Added'') in 
exchange for shares of Value-Added (the ``Reorganization'').
    3. In approving the Reorganization, the directors considered a 
number of factors, including, (a) the comparative investment 
performance and past growth in assets of applicant and Value-Added, (b) 
the comparative expenses of applicant and Value-Added, (c) the impact 
on applicant's security holders if applicant were not reorganized or 
were liquidated, (d) the compatibility of the investment objectives, 
policies, restrictions, and portfolios of applicant and Value-Added, 
(e) the terms and conditions of the Reorganization that would affect 
the price of Value-Added shares to be issued in the Reorganization, (f) 
the tax-free nature of the Reorganization, and (g) any direct or 
indirect costs to be incurred by applicant and Value-Added in 
connection with the Reorganization.
    4. Applicant and Value-Added could be deemed affiliated persons of 
each other within the meaning of the Act. In accordance with rule 17a-
8, the board of trustees of applicant determined that the sale of 
applicant's assets to Value-Added was in the best interests of 
applicant and applicant's shareholders, and that the interests of the 
existing shareholders would not be diluted as a result of applicant 
effecting the transaction.
    5. Preliminary proxy materials were filed on December 3, 1993, as 
part of Value-Added's registration statement on Form N-14. Definitive 
proxy materials relating to the Reorganization were filed on February 
25, 1993. Applicant's shareholders voted to approve the Plan on April 
14, 1994.
    6. As of April 15, 1994, applicant had 12,702,132.755 shares 
outstanding, at a net asset value of $8.38 per share and an aggregate 
net asset value of $106,440,011.49. Pursuant to the Plan, the assets of 
applicant were transferred to Value-Added in exchange for shares of 
beneficial interest of Value-Added. The aggregate net asset value of 
shares of Value-Added issued in the Reorganization was equal to the 
value of applicant's assets on April 15, 1994 (the business day 
immediately preceding the Reorganization) less applicant's liabilities. 
Applicant thereafter distributed the Value-Added shares it received to 
its security holders by crediting each security holder with a pro rata 
portion of Value-Added shares equal to the security holder's investment 
in applicant.
    7. No brokerage commissions were paid in connection with the 
Reorganization. The cost of printing and mailing the proxy statement 
and any additional material relating to the stockholder meeting at 
which the Plan and the Reorganization were approved, and the cost of 
soliciting proxies, including legal and accounting fees in connection 
with the preparation of the proxy statement, was paid by applicant. Any 
expenses related to the shareholders of Value-Added, in connection with 
the Reorganization, were paid by Value-Added.
    8. At the time of the application, applicant had no security 
holders, assets, or liabilities. Applicant is not a party to any 
litigation or administrative proceedings. Applicant is not now engaged 
in, and does not propose to engage in, any business activities.

    For the SEC, by the Division of Investment Management, under 
delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 94-16756 Filed 7-11-94; 8:45 am]
BILLING CODE 8010-01-M