[Federal Register Volume 61, Number 148 (Wednesday, July 31, 1996)] [Notices] [Pages 40043-40044] From the Federal Register Online via the Government Publishing Office [www.gpo.gov] [FR Doc No: 96-19468] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Investment Company Act Release No. 22098; 811-4457] Prudential U.S. Government Fund; Notice of Application July 25, 1996. AGENCY: Securities and Exchange Commission (``SEC''). ACTION: Notice of application for deregistration under the Investment Company Act of 1940 (the ``Act''). ----------------------------------------------------------------------- APPLICANT: Prudential U.S. Government Fund. RELEVANT ACT SECTION: Order requested under section 8(f). SUMMARY OF APPLICATION: Applicant requests an order declaring that it has ceased to be an investment company. FILING DATE: The applicant was filed on March 20, 1996, and amended on July 8, 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 August 19, 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 Fifth Street, NW., Washington, DC 20549. Applicant, One Seaport Plaza, New York, N.Y. 10292. FOR FURTHER INFORMATION CONTACT: Christine Y. Greenlees, Senior Counsel, (202) 942-0581, 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 organization as a business trust under the laws of the Commonwealth of Massachusetts.\1\ On November 4, 1985, applicant registered under the Act and filed a registration statement on Form N-1A under section 8(b) of the Act and the Securities Act of 1933. The registration statement was declared effective and applicant commenced its initial public offering on November 7, 1986. Applicant has three classes of shares: Class A, Class B and Class C. --------------------------------------------------------------------------- \1\ Applicant was organized initially as a Maryland corporation. Pursuant to Articles of Transfer, which were effective in Maryland on October 2, 1986, applicant's assets and liabilities were transferred to an unincorporated business trust organized under the laws of the Commonwealth of Massachusetts. --------------------------------------------------------------------------- 2. On September 28, 1995, applicant's trustees approved a resolution to adopt an Agreement and Plan of [[Page 40044]] Reorganization and Liquidation (``Agreement'') between applicant and Prudential Government Income Fund, Inc. (``Government Income Fund''), a registered open-end management investment company organized as a corporation under the laws of Maryland. On January 12, 1996, applicant's shareholders approved the Agreement. 3. Applicant and Government Income Fund could be deemed to be affiliated persons under the Act solely by reason of having a common investment adviser, common trustees/directors, and/or common officers. Applicant therefore relied on the exemption provided by rule 17a-8 under the Act to effect the merger.\2\ In accordance with the rule, the trustees of applicant found that the sale of applicant's assets to the Government Income Fund was in the best interests of applicant and that the interest of applicant's shareholders would not be diluted as a result of the reorganization contemplated by the Agreement. The board of directors of Government Income Fund also found that the sale of applicant's assets to the Government Income Fund was in the best interests of Government Income Fund, and the interests of Government Income Fund's shareholders would not be diluted as a result of the reorganization contemplated by the Agreement. --------------------------------------------------------------------------- \2\ 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. --------------------------------------------------------------------------- 4. On January 19, 1996, applicant had total net assets of $125,590,639, comprising 4,731,652 Class A shares at a net asset value of $10.49 per share, 7,215,308 Class B shares at a net asset value of $10.49 per share, and 21,833 Class C shares at a net asset value of $10.49 per share. 5. Pursuant to the Agreement, on January 19, 1996, applicant transferred all of its assets to Government Income Fund, and Government Income Fund assumed all of applicant's liabilities. The transfer was based on the relative net asset value per Class A, Class B and Class C shares of applicant and Class A, Class B and Class C shares, respectively, of the Government Income Fund on such date. Such shares of Government Income Fund were then distributed pro rata to the shareholders of Class A, Class B and Class C shares of applicant, respectively. 6. Expenses incurred in connection with the merger included approximately $83,000 in printing expenses, $20,000 in solicitation expenses, $30,000 in legal fees and expenses, and $9,000 in mailing expenses. Applicant and Government Income Fund agreed to pay the expenses in proportion to their respective asset levels. Since all of applicant's assets have been transferred to Government Income Fund and Government Income Fund has assumed all of applicant's liabilities, these expenses will be satisfied from the assets of Government Income Fund. 7. As of the date of the application, applicant had no shareholders, assets, or liabilities, and was not a party to any litigation or administrative proceeding. Applicant is not presently engaged, nor does it propose to engage, in any business activities other than those necessary for the winding-up of its affairs. 8. Applicant intends to file a Certificate of Termination with the Office of the Secretary of the Commonwealth of Massachusetts to effect the termination of the applicant as a Massachusetts business trust as soon as practicable. For the SEC, by the Division of Investment Management, under delegated authority. Margaret H. McFarland, Deputy Secretary. [FR Doc. 96-19468 Filed 7-30-96; 8:45 am] BILLING CODE 8010-01-M