[Federal Register Volume 60, Number 146 (Monday, July 31, 1995)]
[Notices]
[Pages 39049-39050]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-18654]



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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 21247; 811-7494]


Nuveen New Jersey Premium Income Municipal Fund 2; 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 New Jersey Premium Income Municipal Fund 2.


[[Page 39050]]

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, N.W., Washington, D.C. 
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 Massachusetts business trust. On February 11, 
1993, 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 registered shares of its common stock. The 
registration statement was declared effective on March 18, 1993, and 
the initial public offering of its common shares commenced shortly 
thereafter.
    2. On June 9, 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 W. The registration 
statement was declared effective on July 12, 1993, and the initial 
public offering of its preferred shares commenced shortly thereafter.
    3. On August 30, 1994, applicant's Board of Trustees approved a 
plan of reorganization whereby Nuveen New Jersey Premium Income 
Municipal Fund, 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 the applicant's liabilities in exchange for shares 
of the Acquiring Fund's common stock. In accordance with rule 17a-8 
under the Act, the Board of Trustees 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 October 7, 1994, the Acquiring Fund 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 October 28, 1994. The 
reorganization was approved by the applicant's shareholders at the 
annual shareholder's meeting held on January 13, 1995.
    5. As of February 6, 1995, the effective date of the 
reorganization, applicant had outstanding 4,857,358 shares of common 
stock and 1,400 shares of MuniPreferred, Series W. As of that date, 
applicant's aggregate net assets were $96,377,670.41, and the 
liquidation value of its MuniPreferred, Series W, was $36,000,000, and 
the net asset value per common share of the applicant was $12.43. 
Substantially all of applicants 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 W), and (c) 1,440 shares of Acquiring 
Fund MuniPreferred, Series W.
    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 the 
applicant held by its common shareholders and (b) to its preferred 
shareholders one share of Acquiring Fund MuniPreferred Series W, in 
exchange for each share of the applicant's MuniPreferred, Series W, 
held by its preferred shareholders. Previously, on January 26, 1995, 
the Applicant had declared a dividend of all investment company taxable 
income in the amount of $384,217.02 (as of the close of business on 
February 6, 1995) payable to common shareholders of record as of 
February 6, 1995. On February 1, 1995, a dividend of all accumulated 
but unpaid dividends on shares of MuniPreferred, Series W of the 
applicant through and including February 6, 1995, was declared, payable 
on February 9, 1995, in the amount of $16,025.15.
    7. Total expenses incurred by the Applicant, New Jersey Premium 
Income Municipal Fund 3 and the Acquiring Fund in the reorganization 
were $209,175. Based on their respective asset sizes, Applicant, Nuveen 
New Jersey Premium Income Municipal Fund 3, and the Acquiring Fund bore 
$78,967, $42,371 and $87,837, respectively, of such expenses.
    8. As of the date of the application, applicant had no remaining 
assets, no debts or other liabilities other than those to be paid by 
the Acquiring Fund, and 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 for termination with the Commonwealth 
of Massachusetts 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. 95-18654 Filed 7-28-95; 8:45 am]
BILLING CODE 8010-01-M