[Federal Register Volume 59, Number 226 (Friday, November 25, 1994)]
[Unknown Section]
[Page 0]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 94-29060]


[[Page Unknown]]

[Federal Register: November 25, 1994]


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SECURITIES AND EXCHANGE COMMISSION
[Rel. No. IC-20717; No. 811-1667]

 

Northwestern Mutual Capital Appreciation Stock Fund, Inc.

November 18, 1994.
AGENCY: Securities and Exchange Commission (``SEC'' or ``Commission'').

ACTION: Notice of Application for an Order under the Investment Company 
Act of 1940 (``1940 Act'').

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applicant: Northwestern Mutual Capital Appreciation Stock Fund, Inc.

Relevant 1940 act section: Order requested under Section 8(f) of the 
1940 Act.

summary of application: Applicant seeks an order declaring that it has 
ceased to be an investment company as defined by the 1940 Act.

filing date: The application was filed on September 1, 1994. Amendment 
No. 1 to the application was filed on November 15, 1994.

hearing or notification of hearing: An order granting the Application 
will be issued unless the Commission orders a hearing. Interested 
persons may request a hearing by writing 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 December 
13, 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 requestor'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 5th 
Street, NW., Washington, DC 20549. Applicant, 720 East Wisconsin 
Avenue, Milwaukee, Wisconsin 53202.

FOR FURTHER INFORMATION CONTACT:
Yvonne M. Hunold, Senior Counsel, at (202) 942-0670, Office of 
Insurance Products (Division of Investment Management).

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. Applicant, a Maryland corporation, is registered under the 1940 
Act as an open-end diversified management investment company.
    2. On June 6, 1968, Applicant filed a notification of registration 
under Section 8(a) of the 1940 Act and a registration statement under 
the Securities Act of 1933 and Section 8(b) of the 1940 Act registering 
$25 million of common stock, all of one class (File No. 2-29239). The 
registration statement became effective on April 22, 1969, the date the 
public offering commenced.
    3. On November 5, 1992, the Applicant's Board of Directors 
unanimously approved an agreement and plan or reorganization (``Plan'') 
between Applicant and Northwestern Mutual Index 500 Stock Fund, Inc. 
(``Index Fund''), a registered, open-end management investment 
company.\1\ The Plan was approved by the Trustees of Northwestern 
Mutual Life Insurance Company (``Northwestern Life''), Applicant's sole 
shareholder, on November 5, 1992. The Plan provides for Applicant to 
exchange all of its assets for shares of the Index Fund. Applicant 
states that the primary purpose of the Plan was to eliminate the 
inefficiency of operating two funds with identical investment 
objectives and policies.
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    \1\By Order dated March 25, 1993, exemptive relief was granted 
by the Commission under Sections 6(c) and 17(b) from the provisions 
of Sections 17(a)(1) and 17(a)(2) of the 1940 Act, permitting 
Applicant to exchange its assets for shares of the Index Fund. (Rel. 
No. IC-19356)
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    4. At Applicant's shareholders meeting on April 28, 1993, 
Northwestern Life voted its shares of Applicant in accordance with the 
instructions it received from its variable annuity contract owners and 
payees, as required by the provisions of the contracts. Of the total 
108,774,561.12 shares of stock, representing shares outstanding on the 
record date of January 29, 1993 entitled to vote, Northwestern Life 
voted 105,615,661.11 shares, or 97.1%, in favor of the Plan, and 
1,647,162.77 shares, or 1.5%, against the Plan. Northwestern Life 
abstained from voting 1,511,737.24 shares, or 1.4%.
    5. On April 30, 1993, Applicant transferred its assets, consisting 
of 108,968,687 shares of common stock, with a net asset value per share 
of $1.42,\2\ for an aggregate value of $154,337,887, to the Fund. In 
exchange for its assets, Applicant received and distributed to its 
shareholder 114,296,045 shares of the Fund, with a total value of 
$154,337,887. The exchange resulted in the complete liquidation of 
Applicant. The value of Applicant's assets and the value of the assets 
and shares of the Fund were calculated as of the close of business on 
the New York Stock Exchange on April 30, 1993.
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    \2\The difference between the total of 108,774,561.12 shares 
voted on April 28, 1993, and the 108,968,687 shares outstanding on 
April 30, 1993, the date immediately preceding the liquidation and 
merger of Applicant, is a result of intervening issuance and 
redemption of Applicant's shares.
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    6. Northwestern Life paid all expenses incurred in connection with 
the Plan. These expenses totaled approximately $148,327, and consisted 
primarily of printing and mailing costs and filing fees. No brokerage 
commissions were paid.
    7. Applicant has retained no assets and has no security holders. 
Applicant does not have any debts or other liabilities which remain 
outstanding and is not a party to any litigation or administrative 
proceeding.
    8. Applicant has not, within the last 18 months, transferred any of 
its assets to a separate trust, the beneficiaries of which were or are 
security holders of Applicant.
    9. 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. Applicant intends to file, after receipt of the relief 
requested, a certificate of dissolution or similar documents in 
accordance with state law.
    10. Applicant states that it is current with all of its filings 
under the 1940 Act, including all Form N-SAR filings for each period 
for which such filing was or is required.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Jonathan G. Katz,
Secretary.
[FR Doc. 94-29060 Filed 11-23-94; 8:45 am]
BILLING CODE 8010-01-M