[Federal Register Volume 60, Number 19 (Monday, January 30, 1995)]
[Notices]
[Pages 5749-5750]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-2207]



-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 20857; 811-2967]


M I Fund, Inc.; Notice of Application

January 24, 1995.
agency: Securities and Exchange Commission (``SEC'').

action: Notice of Application for Deregistration under the Investment 
Company Act of 1940 (the ``Act'').

-----------------------------------------------------------------------

applicant: M I Fund, Inc.

[[Page 5750]] relevant act section: Order requested under Section 8(f).

summary of application: Applicant seeks an order declaring it has 
ceased to be an investment company.

filing date: The Application was filed on October 19, 1994, and was 
amended on December 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 February 21, 
1995, 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, N.W., Washington, D.C. 
20549. Applicant, 1384 Broadway, New York, New York, 10018.

for further information contact: Sarah A. Wagman, Staff Attorney, at 
(202) 942-0654, or Barry D. Miller, Senior Special Counsel, 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 may be obtained for a fee from 
the SEC's Public Reference Branch.

Applicant's Representations

    1. Applicant is registered as a closed-end management investment 
company organized as a New York corporation. Applicant was formerly 
Marlene Industries Corporation (``Marlene''), an operating company 
which, in 1962, registered its securities under the Securities Act of 
1933. In 1979. Marlene sold substantially all of its assets to White 
Department Stores, Inc., a wholly-owned subsidiary of Unishops, Inc. 
(``Unishops''). At the same time, applicant changed its corporate 
purpose, and changed its name to M I Fund, Inc. On November 2, 1979, 
applicant registered under section 8(b) of the Act.
    2. On January 20, 1994, applicant's board of directors approved an 
agreement and plan of reorganization providing for the transfer of 
substantially all of the assets of applicant to Oppenheimer Tax Free 
bond Fund (``Oppenheimer''), in exchange for Class A shares of 
Oppenheimer.
    3. Oppenheimer filed with the SEC a registration statement on Form 
N-14 on December 30, 1993, and the proxy statement/prospectus contained 
therein was furnished to applicant's shareholders. At a special meeting 
on March 18, 1994, shareholder of a majority of the outstanding voting 
shares of applicant approved the agreement and plan of reorganization.
    4. On March 30, 1994, applicant had 1,626,594 shares outstanding, 
with a net asset value per share of $18.39. On or about march 31, 1994, 
the closing date of the reorganization, applicant made a distribution 
to its shareholders in complete liquidation of their interests in 
applicant. The basis of the price received by applicant's shareholders 
was the net asset value of the Oppenheimer Class A shares as of the 
close of business on March 30, 1994 and net asset value of applicant's 
shares as of the close of business on March 30, 1994.
    5. The expenses attributable to the acquisition of applicant by 
Oppenheimer, including a filing fee for an Internal Revenue service 
letter ruling and legal expenses, amounted to $84,044. Oppenheimer 
Management Corp. reimbursed applicant for $35,000 of these expenses as 
part of the negotiations between the parties which resulted in the 
agreement and plan of reorganization.
    6. As of September 30, 1994 applicant had assets of $90,037 in cash 
as a reserve for future winding-up expenses consisting of insurance 
premiums, legal and accounting fees, and office expenses. Applicant 
will not invest these assets in any securities. Applicant states that 
there will be no remaining assets after it has paid the dissolution 
expenses. As of September 30, 1994, applicant had liabilities of $675 
taxes payable and $89,362 expenses payable.
    7. On March 2, 1991, an insurance carrier, as subrogee against one 
of Marlene's former employees, impleaded Marlene, its officers, and 
employees as third-party defendants in a lawsuit involving the 
diversion of inventory. The third-party action is pending before the 
New York Supreme Court. The third-party complaint demands $1,351,770. 
Applicant, due to its former identity with Marlene, may be a primary 
defendant in the litigation.\1\ In the opinion of applicant's counsel, 
applicant has no potential liability in the litigation.\2\

    \1\Applicant's liabilities were assumed by Unishops under the 
terms of the contract of purchase, discussed above.
    \2\The third party complaint is no longer active, and only a 
technicality has prevented the dismissal of the action against 
applicant.
---------------------------------------------------------------------------

    8. 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.
    9. Applicant intends to file a certificate of dissolution in 
accordance with New York law.

    For the SEC, by the Division of Investment Management, under 
delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 95-2207 Filed 1-27-95; 8:45 am]
BILLING CODE 8010-01-M