[Federal Register Volume 61, Number 58 (Monday, March 25, 1996)]
[Notices]
[Pages 12119-12120]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-7070]



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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 21828; 811-6615]


Prudential Adjustable Rate Securities Fund, Inc.

March 18, 1996.
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: Prudential Adjustable Rate Securities 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 February 7, 1996.

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 April 12, 1996 
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 5th Street, NW., Washington, DC 20549. 
Applicant, One Seaport Plaza, New York, New York 10292.

FOR FURTHER INFORMATION CONTACT: Sarah A. Buescher, Staff Attorney, at 
(202) 942-0573, 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 from 
the SEC's Public Reference Branch.

Applicant's Representations

    1. Applicant is an open-end management investment company organized 
as a Maryland corporation. On March 25, 1992, applicant filed a 
registration statement pursuant to section 8(b) of the act on Form N-
1A. The registration statement became effective on June 1, 1992, and 
the initial public offering commenced on June 10, 1992. Applicant has 
two classes of shares, Class A and Class B.
    2. On May 15, 1995, applicant's board of directors approved an 
Agreement and Plan of Reorganization and Liquidation (the 
``Agreement''). The Agreement provided that applicant would transfer 
its assets to Prudential Government Securities Trust-Short-Intermediate 
Term Series (``Term Series''), in exchange for shares of Term Series.
    3. In order to comply with rule 17a-8, which provides an exemption 
for mergers of certain affiliated investment companies, applicant's 
directors determined that the reorganization was in the best interest 
of applicant and applicant's shareholders and that the interests of 
existing shareholders would

[[Page 12120]]
not be diluted as a result of the reorganization.\1\

    \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. A proxy statement was filed with the SEC and distributed to 
applicant's shareholders on or about June 30, 1995. Applicant's 
shareholders approved the Agreement on August 15, 1995.
    5. On November 24, 1995, the reorganization was consummated. 
Applicant transferred its assets to Term Series and Term Series assumed 
all of applicant's liabilities in exchange for shares of Term Series 
based on the relative net asset value per Class A share and Class B 
share of applicant and a share of Term Series. Following the exchange, 
applicant liquidated and distributed the Term Series shares to each of 
its shareholders pro rata.
    6. The expenses applicable to the reorganization are estimated to 
be approximately $114,600. Applicant and Term Series agreed that they 
would pay the expenses in proportion to their respective asset levels. 
Since all of applicant's assets have been transferred to Term Series 
and Term Series has assumed all of applicant's liabilities, these 
expenses will be satisfied from the assets of Term Series.
    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. 96-7070 Filed 3-22-96; 8:45 am]
BILLING CODE 8010-01-M