[Federal Register Volume 60, Number 146 (Monday, July 31, 1995)]
[Notices]
[Pages 39058-39059]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-18655]



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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 21246; 811-7712]


Nuveen Pennsylvania Premium Income Municipal Fund 3; 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 Pennsylvania Premium Income Municipal Fund 3.

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 May 13, 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 register shares of its common stock. The 
registration statement was declared effective on June 18, 1993, and the 
initial public offering of applicant's common stock commenced shortly 
thereafter.
    2. On August 17, 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 September 20, 1993, and the initial 
public offering of its preferred shares commenced shortly thereafter.
    3. On August 30, 1994, and October 26, 1994, applicant's Board of 
Trustees approved a plan of reorganization whereby Nuveen Pennsylvania 
Premium Income Municipal Fund 2, a Massachusetts business trust 
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 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 31, 1994. The 
reorganization was approved by the applicant's shareholders at the 
annual shareholders' meeting held on January 13, 1995.
    5. As of February 7, 1995, the effective date of the 
reorganization, applicant had 

[[Page 39059]]
outstanding 2,820,654 shares of common stock and 844 share of 
MuniPreferred, Series M. As of that date, applicant's aggregate net 
assets were $2,820,654, and the liquidation value of its MuniPreferred, 
Series M, was $21,000,000, and the net asset value per common share of 
the applicant was $12.04. 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 M), and (c) 
844 shares of the Acquiring Fund's MuniPreferred, Series M.
    6. Applicant was subsequently liquidated and distributed (a) pro 
rata to its common shareholder 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 the Acquiring Fund MuniPreferred, Series M, 
in exchange for each share of the applicant's MuniPreferred, Series M, 
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 $161,623.47 (as of the close of business on 
February 7, 1995) payable to common shareholders of record as of 
February 7, 1995. On February 6, 1995 a dividend of all accumulated but 
unpaid dividends of shares of MuniPreferred, Series M of the applicant 
through and including February 7, 1995 was declared, payable on 
February 14, 1995, in the amount of $2,184.75.
    7. Applicant, Nuveen Pennsylvania Premium Income Municipal Fund, 
and the Acquiring Fund incurred expenses of $231,564 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 
$46,740, Nuveen Pennsylvania Premium Income Municipal Fund paying a 
total of $87,201, and the Acquiring Fund paying a total of $97,617.
    8. As of the date of the filing of the application, applicant had 
no remaining assets, no debts or other liabilities other than those 
that will be paid by the Acquiring Fund, and no security holders.
    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. 95-18655 Filed 7-28-95; 8:45 am]
BILLING CODE 8010-01-M