[Federal Register Volume 60, Number 144 (Thursday, July 27, 1995)]
[Notices]
[Pages 38601-38602]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-18474]



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SECURITIES AND EXCHANGE COMMISSION
[Rel. No. IC-21224; 811-7806]


MYA Tombstone Fund, Inc.; Notice of Application for 
Deregistration

July 21, 1995.
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: MYA Tombstone Fund, Inc. (formerly MuniYield Arizona Fund, 
Inc.).

RELEVANT ACT SECTION: Section 8(f).

SUMMARY OF APPLICATION: Applicant seeks an order declaring that it has 
ceased to be an investment company.

FILING DATES: The application was filed on June 1, 1995 and amended on 
July 14, 1995.

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 August 15, 1995, 
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 Fifth Street, NW., Washington, DC 20549. 
Applicant, 800 Scudders Mill Road, Plainsboro, New Jersey 08536.

FOR FURTHER INFORMATION CONTACT:
Marc Duffy, Senior Attorney, (202) 942-0565, or C. David Messman, 
Branch Chief, (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 References Branch.

Applicant's Representations

    1. Applicant is a closed-end non-diversified management investment 
company organized as a Maryland corporation. On June 15, 1993, 
applicant registered under section 8(a) of the Act. On this same date, 
applicant filed a registration statement under section 8(b) of the Act 
and the Securities Act of 1933, whereby it registered 2,472,000 shares 
of its common stock. One July 23, 1993, applicant filed a pre-effective 
amendment to its registration statement registering an additional 
58,000 shares of common stock. The registration statement was declared 
effective on July 23, 1993, and applicant commenced its initial public 
offering on that date.
    2. On and after August 5, 1993, applicant filed a registration 
statement and pre-effective amendments thereto (the ``AMPS Registration 
Statement'') whereby it registered 347 shares of its auction market 
preferred stock (``AMPS'') with a liquidation preference of $50,000 per 
share and an aggregate liquidation preference of $17,350,000.\1\ The 
AMPS Registration Statement, as amended, was declared effective on 
August 25, 1993, and applicant commenced its initial public offering on 
that date.

    \1\ The AMPS are shares of preferred stock sold principally at 
auction that entitle the holders thereof to receive dividends at a 
rate that may vary for successive dividend periods. On December 1, 
1994, a 2-for-1 stock split of the AMPS was effected thereby 
increasing to 694 the number of shares of AMPS outstanding. Pursuant 
to the terms of the stock split, each of the 694 shares of AMPS has 
a liquidation preference of $25,000. The aggregate liquidation 
preference of the AMPS was unchanged by the stock split.
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    3. On June 17, 1994, applicant's Board of Directors approved a plan 
of reorganization whereby MuniYield Arizona Fund II, Inc. (``Arizona 
II'') would acquire substantially all of applicant's assets and assume 
substantially all of applicant's liabilities in exchange for shares of 
Arizona II common stock and shares of Arizona II Auction Market 
Preferred Stock, Series B (``Arizona II AMPS''). Applicant's Board of 
Directors determined that the reorganization could benefit applicant's 
shareholders by achieving lower expenses per share of common stock, 
greater efficiency and flexibility in portfolio management, and a more 
liquid trading market.
    4. In accordance with rule 17a-8 of the Act, applicant's Board of 
Directors determined that the sale of applicant's assets to Arizona II 
was in the best interest of applicant's shareholders, and that the 
interests of the existing shareholders would not be diluted as a 
result.\2\

    \2\ Applicant and Arizona II may be deemed to be affiliated 
persons of each other by reason of having a common investment 
adviser, common directors, and common officers. Although purchases 
and sales between affiliated persons generally are prohibited by 
section 17(a) of the Act, rule 17a-8 provides an exemption for 
certain purchases and sales among investment companies that are 
affiliated persons of one another solely by reason of having a 
common investment adviser, common directors, and/or common officers.
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    5. On October 6, 1994, Arizona II filed a registration statement on 
Form N-14, which contained proxy materials soliciting the approval of 
the reorganization by applicant's shareholders. The registration 
statement was declared effective on January 4, 1995. On or about 
January 24, 1995, proxy materials were distributed to each of 
applicant's shareholders of record as of December 14, 1994. At a 
special meeting held on March 10, 1995, shareholders of applicant 
approved the reorganization, in accordance with Maryland law.
    6. As of the close of business on March 24, 1995, applicant had 
outstanding 2,519,982 shares of common stock and 694 shares of AMPS. On 
that date, the net asset value of applicant's common stock was $12.72 
per share and applicant's aggregate net asset value attributable to the 
common stock was $32,044,460. Also on that date, the liquidation 
preference per share of AMPS was $25,000, and the aggregate liquidation 
preference of the AMPS was $17,350,000.
    7. Pursuant to the reorganization, on March 27, 1995, applicant 
transferred securities and cash valued at $49,394,460 to Arizona II and 
received in exchange 2,562,282 shares of Arizona II common stock and 
694 shares of Arizona II AMPS. Each holder of applicant's common stock 
received the number of shares of Arizona II common stock received by 
applicant with a net asset value equal to the net asset value of 
applicant's common stock owned by such shareholder. Each holder of 
applicant's AMPS received the number of shares of Arizona II AMPS 
received by applicant with an aggregate liquidation preference equal to 
the aggregate liquidation preference of applicant's AMPS owned by such 
shareholder.

[[Page 38602]]

    8. Applicant and Arizona II incurred approximately $219,139 in 
expenses in connection with the reorganization. These expenses included 
filing, legal, and audit fees, printing expenses, and portfolio 
transfer taxes (if any). All expenses of the applicant incurred in 
connection with the reorganization were borne by Arizona II. In 
addition, expenses incurred in connection with the deregistration, 
dissolution, and liquidation of applicant will be borne by Arizona II.
    9. At the time of filing the application, applicant had no 
shareholders, assets, or liabilities. Applicant is not a party to any 
litigation or administrative proceeding. Applicant is not engaged in, 
and does not propose to engage in, any business activities other than 
those necessary for the winding up of its affairs.
    10. On March 23, 1995, applicant filed Articles of Transfer with 
the Department of Assessments and Taxation of the State of Maryland. 
Applicant intends to file Articles of Dissolution with such office as 
soon as practical following its deregistration.

    For the SEC, by the Division of Investment Management, under 
delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 95-18474 Filed 7-26-95; 8:45 am]
BILLING CODE 8010-01-M