[Federal Register Volume 60, Number 167 (Tuesday, August 29, 1995)]
[Notices]
[Page 44913]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-21360]



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SECURITIES AND EXCHANGE COMMISSION
[Rel. No. IC-21319; 811-4810]


Franklin Pennsylvania Investors Fund; Notice of Application for 
Deregistration

August 23, 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: Franklin Pennsylvania Investors Fund.

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 October 5, 1994 and amended 
on August 10, 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 September 18, 
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, N.W., Washington, D.C. 
20549. Applicant, 777 Mariners Island Blvd., San Mateo, California 
94404.

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 Reference Branch.

Applicant's Representations

    1. Applicant is an open-end diversified management investment 
company that was organized as a California corporation. On August 20, 
1986, applicant registered as an investment company under section 8(a) 
of the Act and filed a registration statement relating to its shares 
under section 8(b) of the Act and the Securities Act of 1933. The 
registration statement was declared effective on October 1, 1986, and 
applicant commenced its initial public offering on that date.
    2. At meetings held on March 16, 1993 and May 18, 1993, applicant's 
Board of Directors approved a plan of reorganization whereby the U.S. 
Government Series (the ``USG Series'') of the Franklin Custodian Funds, 
Inc. (the ``Franklin Fund'') would acquire substantially all of 
applicant's assets (subject to stated liabilities) in exchange for 
shares of common stock of the USG Series. Applicant's Board of 
Directors determined that the reorganization could benefit applicant's 
shareholders by allowing them to achieve their investment goals in a 
larger fund while obtaining the benefits of economies of scale.
    3. In accordance with rule 17a-8 under the Act, applicant's Board 
of Directors determined that the sale of applicant's assets to the 
Franklin Fund was in the best interest of applicant's shareholders, and 
that the interests of the existing shareholders would not be diluted as 
a result.\1\

    \1\Applicant and Franklin 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 May 19, 1993, Franklin Fund filed a registration statement on 
Form N-14, which contained proxy materials soliciting the approval of 
the reorganization by applicant's shareholders. On or about July 2, 
1993, proxy materials were distributed to each of applicant's 
shareholders. At a special meeting held on August 30, 1993, holders of 
a majority of the outstanding voting shares of applicant approved the 
reorganization.
    5. On August 30, 1993, applicant had 961,198 shares of common stock 
outstanding with a net asset value of $10.32 per share and an aggregate 
net asset value of $9,919,863.
    6. Pursuant to the reorganization, on August 30, 1993, applicant 
transferred substantially all of its assets to the USG Series in 
exchange for shares of common stock of the USG Series having an 
aggregate net asset value equal to the aggregate value of net assets so 
transferred. Shares of the USG Series were distributed to applicant's 
shareholders pro rata in accordance with their respective interests in 
applicant.
    7. The expenses related to the reorganization totaled approximately 
$11,500. These expenses included legal and audit fees and the expenses 
of printing, typesetting, and mailing proxy statements and related 
documents. Such expenses were borne by Franklin Advisers, Inc., 
applicant's investment adviser.
    8. At the time of filing of the application, applicant had no 
assets or liabilities. Applicant has no shareholders and is not a party 
to any litigation or administrative proceedings. 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.
    9. On October 11, 1994, applicant filed a Certificate of 
Dissolution with the California Secretary of State. On December 28, 
1994, applicant ceased its corporate existence in the State of 
California.

    For the SEC, by the Division of Investment Management, under 
delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 95-21360 Filed 8-28-95; 8:45 am]
BILLING CODE 8010-01-M