[Federal Register Volume 60, Number 146 (Monday, July 31, 1995)]
[Notices]
[Pages 39048-39049]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-18662]



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 SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 21232; 811-6381]


Nuveen New Jersey Quality Income Municipal Fund, 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 New Jersey Quality Income Municipal Fund, 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 

[[Page 39049]]
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 Minnesota corporation. On August 13, 1991, 
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 1993 to register shares of its common stock. The 
registration statement was declared effective on October 17, 1991 and 
the initial public offering of applicant's common shares commenced 
shortly thereafter.
    2. On January 10, 1992, applicant filed a registration statement on 
Form N-2 under the Securities Act of 1933 whereby it registered shares 
of preferred stock (``MuniPreferred''). Series TH. The registration 
statement was declared effective on February 13, 1992, 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 Investment Quality 
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 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 December 22, 1994.
    5. As of January 10, 1995, the effective date of the 
reorganization, applicant had outstanding 7,251,162 shares of common 
stock and 2,000 shares of MuniPreferred, Series TH. As of that date, 
applicant's aggregate net assets were $150,384,882.50, the liquidation 
value of its MuniPreferred, Series TH, was $50,000,000, and the net 
asset value per common share of the applicant was $13.84. Substantially 
all of applicants assets were transferred to the Acquiring Fund in 
exchange for (1) the assumption of substantially all of the applicant's 
liabilities, (2) 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 TH), and 2,000 shares of the Acquiring Fund's 
MuniPreferred, Series TH.
    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 TH, in 
exchange for each share of the applicant's MuniPreferred, Series TH, 
held by its preferred shareholders. Previously, on December 30, 1994, 
the applicant declared a dividend of all investment company taxable 
income in the amount of $757,021.31 (as of the close of business on 
January 10, 1995) payable to common shareholders of record as of 
January 10, 1995. On January 5, 1995 a dividend of all accumulated but 
unpaid dividends on shares of MuniPreferred, Series TH of the applicant 
through and including January 10, 1995 was declared, payable on January 
13, 1995, in the amount of $27,742.85.
    7. Applicant and the Acquiring Fund together incurred expenses of 
$225,078 in connection with the reorganization. Applicant and the 
Acquiring Fund bore $87,589 and $137,489, respectively, of such 
expenses, based on their respective asset size.
    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 $1,845.28. Otherwise, Applicant has no debts or other 
liabilities other than those that will be paid by the Acquiring Fund. 
As of the date of the 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 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. 95-18662 Filed 7-28-95; 8:45 am]
BILLING CODE 8010-01-M