[Federal Register Volume 60, Number 201 (Wednesday, October 18, 1995)]
[Notices]
[Pages 53949-53950]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-25818]



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SECURITIES AND EXCHANGE COMMISSION
[Rel. No. IC-21414; 811-7752]


PainWebber Premier Intermediate Tax-Free Income Fund, Inc.; 
Notice of Application

October 11, 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: PainWebber Premier Intermediate Tax-Free Income 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 September 25, 1995.


[[Page 53950]]

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 November 6, 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 may request 
notification of a hearing by writing to the SEC's Secretary.

ADDRESSES: Secretary, SEC, 450 5th Street, N.W., Washington, D.C. 
20549. Applicant, c/o Gregory K. Todd, Mitchell Hutchins Asset 
Management Inc., 1285 Avenue of the Americas, 14th Floor, New York, New 
York, 10019.

FOR FURTHER INFORMATION CONTACT: Barbara J. Klapp, Paralegal 
Specialist, at (202) 942-0575, or Robert A. Robertson, 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 at the 
SEC's Public Reference Branch.

Applicant's Representations

    1. Applicant is a closed-end management investment company 
organized as a Maryland corporation. On May 25, 1993, applicant 
registered under section 8(a) of the Act and filed a Form N-2 under the 
Securities Act of 1933 to register 4,600,000 shares of common stock. 
The registration statement became effective on August 19, 1993 and the 
initial public offering of common stock commenced thereafter.
    2. On September 9, 1993, applicant filed a Form N-2 under the 
Securities Act of 1933, covering 600 auction preferred shares. On 
October 12, 1993, the registration statement became effective and the 
initial public offering of auction preferred shares commenced 
thereafter.
    3. On July 12, 1994, applicant's board of directors (the ``Board'') 
approved an agreement and plan of reorganization and liquidation 
whereby PainWebber Premier Insured Municipal Income Fund (``Insured 
Fund'') would acquire all of the applicant's assets and assume all of 
the applicant's liabilities in exchange for shares of common stock and 
a new series (Series D) of auction preferred shares of Insured Fund. On 
November 11, 1994, the Board adopted resolutions to effect the payment 
of certain dividends and distributions in connection with the 
reorganization, to take action to delist applicant's shares on the 
American Stock Exchange and to take such other actions to effect the 
reorganization.
    4. Prospectus/proxy materials were filed with the SEC and were 
distributed, on or about October 7, 1994, to applicant's 
securityholders. The reorganization was approved by applicant's 
shareholders on November 10, 1994.
    5. As of November 28, 1994 (the ``Closing Date''), applicant had 
outstanding 4,496,667 shares of common stock, having an aggregate net 
asset value of $82,811,775 and a per share net asset value of $11.74, 
and 600 auction preferred shares, having an aggregate net asset value 
of $30,000,000 and a per share net asset value of $50,000. There were 
no other classes of securities of applicant outstanding.
    6. On November 28, 1994, applicant declared and paid to its 
shareholders of common stock a cash distribution, in order to 
distribute substantially all of its investment company taxable income 
and realized net capital gain for the 1994 taxable year through the 
Closing Date. On the Closing Date, Insured Fund acquired all the assets 
of applicant in exchange solely for shares of Insured Fund common stock 
and Insured Fund auction preferred shares. The number of shares of 
Insured Fund common stock issued to applicant had an aggregate net 
asset value equal to the aggregate value of applicant's assets 
transferred to Insured Fund as of the Closing Date. The Insured Fund 
auction preferred shares (Series D) were issued to applicant on the 
basis of one insured Fund auction preferred share for each of 
applicant's auction preferred share outstanding as of the Closing Date. 
On the same date, applicant liquidated and distributed pro rata  to its 
shareholders of record the shares of Insured Fund received by applicant 
in the reorganization.
    7. The expenses incurred in connection with the reorganization 
consisted primarily of legal expenses, printing and mailing expenses, 
registration fees, and miscellaneous accounting and administrative 
expenses. These expenses totalled approximately $286,400 and were borne 
by applicant and Insured Fund in proportion to their respective net 
assets.
    8. As of the date of the application, applicant had no assets, 
liabilities or shareholders. Applicant is not a party to any litigation 
or administrative proceeding. Applicant is neither engaged in, nor does 
it propose to engage in, any business activities other than those 
necessary for the winding up of its affairs.
    9. On April 5, 1995, applicant and Insured Fund filed Articles of 
Transfer with the Department of Assessments and Taxation of Maryland. 
Applicant intends to file Articles of Dissolution with such office as 
soon as practicable following its deregistration.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 95-25818 Filed 10-17-95; 8:45 am]
BILLING CODE 8010-01-M