[Federal Register Volume 60, Number 199 (Monday, October 16, 1995)]
[Notices]
[Pages 53661-53662]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-25505]



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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Rel. No. 21402; 811-1624]


Smith Barney Equity Funds, Inc.; Application for Deregistration

October 6, 1995.
AGENCY: Securities and Exchange Commission (``SEC'').

ACTION: Notice of Application for Deregistration under the Investment 
Company Act of 1940 (``Act'').

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APPLICANT: Smith Barney Equity Funds, Inc.

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 June 28, 1995, and amended 
on September 19, 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 31, 
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 such notification by writing to 
the SEC's Secretary.

ADDRESSES: Secretary, SEC, 450 Fifth Street, N.W., Washington, D.C. 
20549. Applicant, 388 Greenwich Street, New York, New York 10013.

FOR FURTHER INFORMATION CONTACT:
Courtney S. Thornton, Senior Attorney, at (202) 942-0583, or C. David 
Messman, 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, an open-end diversified management investment 
company, is organized as a Maryland corporation. On March 20, 1968, 
applicant filed a notification of registration on Form N-8A under 
section 8(a) of the Act and registered under section 8(b) of the Act by 
filing a registration statement on Form N-8B-1. Applicant also filed a 
registration statement on Form S-5 under the Securities Act of 1933 to 
register an indefinite number of shares of common stock. This 
registration statement became effective on August 6, 1968, and 
applicant's initial public offering commenced on or about that date.
    2. At a meeting held on October 29, 1993, applicant's Board of 
Directors (``Board'') approved the terms of an Agreement and Plan of 
Reorganization (``Plan'') between applicant and the Income and Growth 
Portfolio (``Portfolio''), a series of Smith Barney Funds, Inc. The 
Plan provided for the transfer of all assets and disclosed liabilities 
of applicant to the Portfolio in exchange for shares of Classes A and B 
of the Portfolio. The Board approved the Plan because it determined 
that the proposed reorganization would provide certain benefits to 
shareholders. In reaching this determination, the Board considered: (a) 
The terms and conditions of the reorganization; (b) the savings in 
expenses borne by shareholders; (c) the fact that the reorganization 
will be effected as a tax-free reorganization; (d) the comparative 
investment performance of the funds; (e) the advantages of eliminating 
the duplication inherent in marketing two 

[[Page 53662]]
funds with similar investment objectives; and (f) the fact that the 
costs of the reorganization will be borne by applicant's investment 
adviser, Smith Barney Advisers, Inc. (``Manager'').
    3. Applicant and the Portfolio were both advised by the Manager. 
Applicant therefore relied on the exemption provided by rule 17a-8 
under the Act to effect the transaction.\1\ Consequently, the Board 
determined, in accordance with rule 17a-8, that the proposed 
transaction was advisable and in the best interest of applicant's 
shareholders, and that the interests of applicant's existing 
shareholders would not be diluted as a result of the transaction.

    \1\ Rule 17a-8 provides relief from the affiliated transaction 
prohibition of section 17(a) of the Act for a merger of investment 
companies that may be 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. Applicant solicited proxies pursuant to a proxy statement dated 
January 14, 1994, which was filed with the Commission and mailed to 
shareholders. On February 24, 1994, applicant's shareholders voted to 
approve the Plan.
    5. As of March 3, 1994, applicant had 5,963,203 outstanding Class A 
shares, and 41,567 outstanding Class B shares, with net asset values of 
$14.71 and $14.68 per share, respectively. On that date, applicant's 
aggregate net assets amounted to $88,308,192.
    6. On March 4, 1994, all of applicant's assets and disclosed 
liabilities were transferred to the Portfolio in exchange for shares of 
Class A and Class B of the Portfolio. These shares subsequently were 
distributed to shareholders of applicant's respective classes pro rata 
in an amount equal to the value of their interests in applicant.
    7. All expenses associated with the Plan, including the costs of 
preparing, printing, and mailing the related proxy material to 
applicant's shareholders, related legal fees, and governmental filing 
fees, were paid by the Manager.
    8. At the time of the application, applicant had no shareholders, 
assets, or liabilities, nor was applicant a party to any litigation or 
administrative proceeding. Applicant is not engaged in, nor does it 
propose to engage in, any business activities other than those 
necessary for the winding-up of its affairs.
    9. Applicant filed Articles of Transfer with the Maryland 
Department of Assessments and Taxation, which became effective on March 
14, 1994. Applicant intends to file articles of dissolution upon 
receipt of the order requested by this application.

    For the SEC, by the Division of Investment Management, under 
delegated authority.
Jonathan G. Katz,
Secretary.
[FR Doc. 95-25505 Filed 10-13-95; 8:45 am]
BILLING CODE 8010-01-M