[Federal Register Volume 60, Number 177 (Wednesday, September 13, 1995)]
[Notices]
[Pages 47631-47632]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-22653]



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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 21336; 811-2496]


Lindner Dividend Fund, Inc.; Notice of Application for 
Deregistration

September 6, 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: Lindner Dividend Fund, Inc.

RELEVANT ACT SECTION: Section 8(f).

SUMMARY OF APPLICATION: Applicant requests an order declaring that it 
has ceased to be an investment company.

FILING DATE: The application was filed on August 3, 1995, and amended 
on August 24, 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 October 2, 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.

ADDRESS: Secretary, SEC, 450 5th Street NW., Washington, D.C. 20549. 
Applicant, 7711 Carondelet, St. Louis, Missouri 63105.

FOR FURTHER INFORMATION CONTACT:
Sarah A. Buescher, Staff Attorney, at (202) 942-0573, or Alison E. 
Baur, Branch Chief, 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 an open-end management investment company organized 
as a Missouri corporation. On July 3, 1974, applicant filed a notice of 
registration pursuant to section 8(a) of the Act on Form N-8A. On July 
31, 1974 applicant filed a registration statement 

[[Page 47632]]
to register its shares. The registration statement became effective on 
June 22, 1976, and the initial public offering commenced on or about 
July 31, 1974.
    2. On April 6, 1995, applicant's board of directors adopted an 
Agreement and Plan of Reorganization (the ``Plan''). The Plan provided 
that applicant would transfer its assets to a separate series of 
Lindner Investments, Inc. (the ``Successor Fund''), in exchange for the 
assumption by the Successor Fund of applicant's liabilities and the 
issuance of shares of the Successor Fund.
    3. Applicant and the Successor Fund may be deemed to be affiliated 
persons of each other by reason of having a common investment adviser, 
common directors, and common officers. In order to comply with rule 
17a-8, which governs mergers of certain affiliated investment 
companies, applicant's directors determined that the reorganization was 
in the best interests of applicant and applicant's shareholders.\1\ 
This determination was based, among other things, on: (a) The expense 
savings which result from the elimination of regular annual meetings; 
(b) the economies of scale realized in a fund family; and (c) the 
ability to provide investors an opportunity to switch between funds 
within a fund group. Applicants also determined, in compliance with 
rule 17a-8, that the interests of existing shareholders would not be 
diluted as a result of the reorganization.

    \1\ 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 each other 
solely by reason of having a common investment adviser, common 
directors, and/or common officers.
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    4. The proxy statement was filed with the SEC and distributed to 
applicant's shareholders on or about May 2, 1995. Applicant's 
shareholders approved the Plan on June 29, 1995.
    5. On June 30, 1995, the reorganization was consummated. Applicant 
transferred its assets to Successor Fund in exchange for the assumption 
by Successor Fund of applicant's liabilities and the issuance of a 
number of shares of Successor Fund equal to the number of outstanding 
shares of applicant on that date. Following the exchange, applicant 
liquidated and distributed the Successor Fund shares to each of its 
shareholders on the basis of one Successor Fund share for one 
outstanding share of applicant. Upon completion of the reorganization, 
each shareholder of applicant became an owner of Successor Fund shares 
equal in number and aggregate net asset value to his or her shares of 
applicant held immediately prior to the reorganization.
    6. The expenses applicable to the reorganization are estimated to 
be approximately $66,444. Applicant and Successor Fund each paid its 
own expenses related to the reorganization. Applicant's share of the 
expenses was approximately $35,000.
    7. At the time of filing the application, applicant had no assets, 
and no outstanding debts or liabilities. Applicant has no shareholders 
and is not a party to any litigation or administrative proceeding. 
Applicant is not presently engaged in, nor does it propose to engage 
in, any business activities other than those necessary for the winding-
up of its affairs.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 95-22653 Filed 9-12-95; 8:45 am]
BILLING CODE 8010-01-M