[Federal Register Volume 60, Number 146 (Monday, July 31, 1995)]
[Notices]
[Pages 39059-39060]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-18650]



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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 21242; 811-7126]


Nuveen Premium Income Municipal Fund 3, Inc.; Notice of 
Application

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: Nuveen Premium Income Municipal Fund 3, Inc.

Relevant Act section: Section 8(f).

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

filing date: The application was filed on June 23, 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 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, 333 West Wacker Drive, Chicago, Illinois 60606.

for further information contact: Diane L. Titus, Paralegal Specialist, 
at (202) 942-0584, or H.R. Hallock, Jr., 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 a closed-end diversified management investment 
company organized as a Minnesota corporation. On August 21, 1992, 
applicant registered under the Act and filed a registration statement 
on Form N-2 pursuant to section 8(b) of the Act and under the 
Securities Act of 1933 to register shares of its common stock. The 
registration statement was declared effective on October 23, 1992 and 
the initial public offering of applicant's common shares commenced 
shortly thereafter.
    2. On January 12, 1993, applicant filed a registration statement on 
Form N-2 under the Securities Act of 1933 whereby it registered shares 
of preferred stock (``MuniPreferred''), Series M. The registration 
statement was declared effective on February 8, 1993 and the initial 
public offering of its preferred shares commenced shortly thereafter.
    3. On April 26 and April 27, 1994, applicant's Board of Directors 
approved a plan of reorganization whereby Nuveen Premium Income 
Municipal Fund 4, Inc., a Minnesota corporation registered under the 
Act as a closed-end management investment company (the ``Acquiring 
Fund''), would acquire substantially all of applicant's assets and 
assume substantially all of applicant's liabilities in exchange for 
shares of the Acquiring Fund. In accordance with rule 17a-8 under the 
Act, the Board of Directors of the applicant determined that the 
reorganization was in the best interest of the applicant and that the 
interests of the existing shareholders of the applicant would not be 
diluted as a result of the reorganization.\1\

    \1\ Applicant and the Acquiring Fund 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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    4. On June 3, 1994, the Acquiring Fund filed a registration 
statement on Form N-14, which contained proxy materials soliciting the 
approval of the 

[[Page 39060]]
reorganization by applicant's shareholders. The registration statement 
was declared effective on June 21, 1994. The reorganization was 
approved by the applicant's shareholders at the annual shareholders' 
meeting held on August 12, 1994.
    5. As of September 8, 1994, the effective date of the 
reorganization, applicant had outstanding 7,144,440 shares of common 
stock and 2,200 shares of MuniPreferred, Series M. As of that date, 
applicant's aggregate net assets were $156,784,456.75, the liquidation 
value of its MuniPreferred, Series M, was $55,000,000, and the net 
asset value per common share of the applicant was $14.25. Substantially 
all of applicant's assets were transferred to the Acquiring Fund in 
exchange for (a) the assumption of substantially all of the applicant's 
liabilities, (b) the number of Acquiring Fund common shares having an 
aggregate net asset value equal to the value of the applicant's net 
assets (calculated net of the liquidation preference of applicant's 
MuniPreferred, Series M), and (c) 2,200 shares of the Acquiring Fund's 
MuniPreferred, Series M.
    6. Applicant was subsequently liquidated and distributed (a) pro 
rata to its common shareholders the Acquiring Fund common shares (or 
cash in lieu of fractional shares) received by the applicant pursuant 
to the reorganization in exchange for the common shares of applicant 
held by its common shareholders and (b) to its preferred shareholders 
one share of the Acquiring Fund's MuniPreferred, Series M, in exchange 
for each share of applicant's MuniPreferred, Series M, held by its 
preferred shareholders. Previously, on August 29, 1994, the applicant 
had declared dividends of all investment company taxable income in the 
amount of $420,487.18 (as of the close of business on September 8, 
1994) payable to common shareholders of record as of September 8, 1994. 
On September 1, 1994 a dividend of all accumulated but unpaid dividends 
on shares of MuniPreferred, Series M of the applicant through and 
including September 8, 1994 was declared, payable no later than 
September 9, 1994, in the amount of $47,058.
    7. Applicant, Nuveen Premium Income Municipal Fund 5 (``NPU''), 
Nuveen Premium Income Municipal Fund 6 (``NPB'') and the Acquiring Fund 
incurred expenses of $573,095 in connection with the reorganization. 
These expenses were borne by the foregoing entities based on their 
respective asset size, with applicant paying a total of $111,067, NPU 
paying a total of $126,119, NPB paying a total of $87,491, and the 
Acquiring Fund paying a total of $248,418.
    8. As of May 31, 1995, applicant had liabilities accrued in 
connection with the reorganization for which it has retained cash in 
the amount of $32,044.91. Otherwise, Applicant has no debts or other 
liabilities other than those that will be paid by the Acquiring Fund. 
As of the date of filing of the application, applicant had no 
securityholders.
    9. Applicant has not, within the last 18 months, transferred any of 
its assets to a separate trust, the beneficiaries of which were or are, 
securityholders of the applicant. Applicant is not a party to any 
litigation or administrative proceeding. Applicant is not now engaged, 
and does not propose to engage, in any business activities other than 
those necessary for the winding-up of its affairs.
    10. Applicant intends to file a certificate of dissolution with the 
Secretary of State of Minnesota as soon as practicable after the 
granting of the order requested by the application.

    For the SEC, by the Division of Investment Management, under 
delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 95-18650 Filed 7-28-95; 8:45 am]
BILLING CODE 8010-01-M