[Federal Register Volume 59, Number 198 (Friday, October 14, 1994)]
[Unknown Section]
[Page 0]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 94-25424]


[[Page Unknown]]

[Federal Register: October 14, 1994]


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SECURITIES AND EXCHANGE COMMISSION
[Rel. No. IC-20604; No. 811-4069]

 

Crown America Series Fund, Inc.

October 6, 1994.
AGENCY: Securities and Exchange Commission (``SEC'' or ``Commission'').

ACTION: Notice of application for Deregistration under the Investment 
Company Act of 1940 (``1940 Act'' or ``Act'').

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APPLICANT: Crown America Series Fund, Inc.

RELEVANT 1940 ACT SECTION: Order requested under 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 March 28, 1994.

HEARING OR NOTIFICATION OF HEARING: An order granting the applicant 
will be issued unless the SEC orders a hearing. Interested persons may 
request a hearing by writing to the Secretary of the SEC and serving 
the Applicant with a copy of the request, personally or by mail. 
Hearing requests must be received by the SEC by 5:30 p.m. on October 
31, 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 
may request notification of a hearing by writing to the Secretary of 
the SEC.

ADDRESSES: Secretary, Securities and Exchange Commission, 450 Fifth 
Street NW., Washington, DC 20549. Applicant: 1901 Scarth Street, 
Regina, Saskatchewan, Canada S4P 3B1.

FOR FURTHER INFORMATION CONTACT: W. Thomas Conner, Attorney, Office of 
Insurance Products, Division of Investment Management, at (202) 942-
0670.

SUPPLEMENTARY INFORMATION: Following is a summary of the application. 
The complete application is available for a fee from the SEC's Public 
Reference Branch.

Applicant's Representations

    1. The Applicant is a diversified open-end management investment 
company. On July 18, 1984, Applicant filed with the SEC a notification 
of registration as an investment company on Form N-8A pursuant to 
Section 8(a) of the 1940 Act and a registration statement on Form N-1A 
(File No. 811-4069) pursuant to Section 8(b) of the Act.
    2. On July 18, 1984, the Applicant filed with the SEC a 
registration statement on Form N-1A (File No. 2-92279) pursuant to the 
Securities Act of 1933 (``1933 Act''). Pursuant to Rule 24f-2 under the 
1940 Act, the Applicant registered an indefinite amount of securities 
under the 1933 Act. The registration statement was declared effective 
on July 15, 1985. The securities registered under this registration 
statement have consisted of seven classes of capital stock, par value 
one cent ($.01) per share, divided into the following classes: Money 
Market Series, Capital Growth Series, Bond Income Series, Managed 
Series, Zero Coupon Bond Series 1991 (shares of this class were 
redeemed and cancelled in 1991), Zero Coupon Bond Series 1996, and Zero 
Coupon Bond Series 2006.
    3. The Applicant was incorporated in the state of Maryland on July 
11, 1984, in accordance with applicable Maryland law and regulations. 
On March 11, 1994, the Applicant filed Articles of Dissolution with the 
Maryland Department of Assessments and Taxation, which were effective 
upon receipt by the Department.
    4. On June 3, 1993, the Applicant's Board of Directors unanimously 
approved a certain Agreement and Plan of Reorganization and Liquidation 
(``Reorganization Plan'') dated as of June 30, 1993, whereby 
substantially all of the assets allocated to each series of the 
Applicant were to be acquired by SteinRoe Variable Investment Trust 
(``Trust''), a Massachusetts business trust registered with the SEC as 
an open-end management investment company of the series types, in 
exchange for shares of various series of the Trust having an aggregate 
net asset value equal to the aggregate value of the net assets of the 
Applicant so acquired. On September 23, 1993, the Reorganization Plan 
was approved by vote of more than two-thirds of the shares of each 
class of stock outstanding. Consummation of the Reorganization Plan was 
conditioned upon the consummation of a certain Stock Purchase Agreement 
(``Agreement''), dated as of May 21, 1993, providing for the purchase 
by Keyport Life Insurance Company of all the outstanding shares of 
Crown America Life Insurance Company (which, on behalf of its seprate 
accounts noted below, owned all outstanding shares of the Applicant).
    5. The Agreement and Reorganization Plan were consummated on 
October 1, 1993, and the Applicant then distributed the Trust shares so 
acquired to its shareholders, Keyport America Variable Life Separate 
Account (formerly Crown America Variable Life Separate Account) and 
Keyport America Variable Annuity Separate Account (formerly Crown 
America Variable Annuity Separate Account) (together, the 
``Accounts,''), in liquidation and cancellation of shares of Applicant. 
This distribution occurred as of the close of business on October 1, 
1993. Since the distribution of the shares of the Applicant to the 
Accounts, all of the issued and outstanding shares of the Applicant are 
retired, cancelled, and no longer outstanding, and the Accounts have 
ceased to be shareholders with respect to such shares.
    6. During the last 18 months, the Applicant has not, for any 
reason, transferred any of its assets to a separate trust other than as 
described above. All of the assets of the Applicant were distributed to 
the Accounts, its only shareholders. At the time of filing this 
application, the Applicant retained no assets. The Applicant does not 
have any debts or other liabilities that remain outstanding. The 
Applicant is not a party to any litigation or administrative 
proceeding. At the time of filing this application, the Applicant has 
no securityholders. The Applicant is not now engaged nor does it 
propose to engage, in any business activities other than those 
necessary for the winding-up of its affairs.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 94-25424 Filed 10-13-94; 8:45 am]
BILLING CODE 8010-01-M