[Federal Register Volume 59, Number 211 (Wednesday, November 2, 1994)]
[Notices]
[Page 0]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 94-27107]
[[Page Unknown]]
[Federal Register: November 2, 1994]
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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 20661; 811-5592]
Fund Alabama, Inc.; Notice of Application
October 26, 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: Fund Alabama, Inc.
relevant act section: Order requested under section 8(f).
summary of application: Applicant requests an order declaring it has
ceased to be an investment company under the Act.
filing dates: The application for deregistration was filed on December
18, 1991, amended on March 31, 1992 and October 7, 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 November 21,
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 SEC's Secretary.
addresses: Secretary, SEC, 450 Fifth Street NW., Washington, DC 20549.
Applicant, Fund Alabama, Inc., 1901 Sixth Avenue North, Suite 2100,
Birmingham, Alabama 35203.
for further information contact: Fran Pollack-Matz, Senior Attorney at
(202) 942-0570, or Robert A. Robertson, Branch Chief, at (202) 942-0564
(Division of Investment Management, Office of Investment Company
Regulation).
supplementary information: The following is a summary of the
application. The complete application is available for a fee at the
SEC's Public Reference Branch.
Applicant's Representations
1. Applicant is registered as a closed-end management investment
company that was incorporated under the laws of the State of Delaware.
On May 27, 1988, applicant filed a Notification of Registration on Form
N-8A, pursuant to section 8(a) of the Act. On June 8, 1988, applicant
filed a registration statement on Form N-2 pursuant to both the
Securities Act of 1933 and section 8(b) of the Act. On August 11, 1988,
this registration statement became effective registering 700,000 shares
of common stock, $.01 par value per share, and applicant commenced the
initial public offering of the stock as soon as practicable thereafter.
2. On March 29, 1991, the applicant's board of directors adopted a
resolution recommending liquidation and dissolution of applicant. On or
about April 26, 1991, a proxy statement describing the proposed Plan of
Complete Liquidation and Dissolution (``the Plan'') and relating to the
annual meeting of shareholders to be held on May 20, 1991, was mailed
to all shareholders of record. Applicant's shareholders approved the
Plan at the annual meeting of shareholders.
3. On May 21, 1991, applicant commenced the sale of its portfolio
securities, and sold all of its securities by June 30, 1991.
Applicant's common stock ceased trading on the NASDAQ National Market
System as of the close of business on May 20, 1991, the date its
shareholders approved the Plan.
4. As of May 20, 1991, applicant's 700,100 shares of common stock
outstanding were held by 405 record shareholders. As of May 17, 1991,
applicant's common stock had a net asset value per share of $10.0365
($7,026,553.65 in the aggregate).
5. On July 23, 1991, in accordance with the Plan, applicant's board
of directors authorized, and applicant deposited with AmSouth Bank
N.A., of Birmingham, Alabama (``the Liquidating Agent''), the amount of
$6,825,975.00 for payment, at $9.75 per share, of the first liquidating
distribution to all shareholders of record as of May 20, 1991. The
Liquidating Agent paid this first liquidating distribution to
applicant's shareholders upon receipt of their respective stock
certificates or satisfactory lost share affidavits and indemnity
agreements.
6. On November 4, 1991, applicant's board of directors authorized a
final liquidating distribution in the amount of $88,842.69,
representing $.1269 per share, for payment to those shareholders
entitled to receive the first distribution. On November 8, 1991, the
Liquidating Agent made this final distribution. Six shareholders,
owning a total of 440.4062 shares delivered their stock certificates
and properly executed letters of transmittal after November 8, 1991 and
received their distributions ($4,349.85 in the aggregate, $9.8769 per
share) at various times after November 8, 1991.
7. Pursuant to a resolution of the board of directors, the Fund
created a liquidating trust to pay off its creditors. $67,340.55 was
transferred to the trust shortly after its creation. All expenses of
liquidation have been paid, however, and no funds remain in the
liquidating trust.
8. Applicant's expenses for liquidating were approximately $24,549
in legal fees and costs, $11,608 in accounting fees and costs, $4,125
in printing fees and costs, and $4,000 in directors' fees, all of which
expenses were allocated to applicant.
9. Applicant paid $12,143.92 in brokerage commissions following
approval of the Plan. Of that amount, $11,743.92 was paid to Sterne,
Agee & Leach, Inc. of Birmingham, Alabama. Sterne, Agee & Leach, Inc.
is an ``affiliated person'' as that term is defined in section 2(a)(3)
of the Act, of applicant and of Sterne, Agee & Leach Investment
Advisors, Inc., applicant's investment adviser. $400.00 in brokerage
commissions was paid to Porter, White & Yardley, Inc. which is not an
``affiliated person'' of applicant or Sterne, Agee & Leach Investment
Advisors, Inc. Applicant represents that the commissions charged by
Sterne, Agee & Leach Investment Advisors, Inc. and by Porter, White and
Yardley, Inc. were competitive with the brokerage commissions and fees
charged by other brokers for similar transactions and were consistent
with section 17(e) of the Act.
10. Applicant has no shareholders, assets or liabilities. Applicant
is not a party to any litigation or administrative proceeding.
Applicant is not engaged, nor does it propose to engage, in any
business activities other than those necessary to wind up its affairs.
For the SEC, by the Division of Investment Management, under
delegated authority.
Jonathan G. Katz,
Secretary.
[FR Doc. 94-27107 Filed 11-1-94; 8:45 am]
BILLING CODE 8010-01-M