[Federal Register Volume 61, Number 163 (Wednesday, August 21, 1996)]
[Notices]
[Pages 43276-43278]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-21328]


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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. IC-22143; 811-5520]


Chicago Milwaukee Corporation; Notice of Application

August 15, 1996.
AGENCY: Securities and Exchange Commission (``SEC'').


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

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APPLICANT: Chicago Milwaukee Corporation.

RELEVANT ACT SECTION: Section 8(f).

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

FILING DATES: The application was filed on March 22, 1996 and amended 
on July 1, 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 September 9, 
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, 547 West Jackson Boulevard, Chicago, Illinois 60661.

FOR FURTHER INFORMATION CONTACT:
Mary Kay Frech, Senior Attorney, at (202) 942-0579, 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, non-diversified management investment 
company organized as a corporation under the laws of Maryland.
    2. On March 22, 1988, applicant registered under the Act as a 
closed-end, non-diversified management investment company. On May 12, 
1993, at a special meeting of the stockholders of applicant, the 
stockholders approved the conversion of applicant to an open-end, non-
diversified management investment company. Applicant filed a 
notification of registration as an open-end management company on Form 
N-8A on July 1, 1993. On October 1, 1993, applicant filed a 
registration statement on Form N-1A pursuant to section 8(b) of the 
Act.
    3. On May 8, 1995, applicant's board of directors adopted a plan of 
complete liquidation (the ``Plan'') for the purpose of effecting the 
complete liquidation of applicant. The board of directors directed that 
(a) applicant redeem, pursuant to applicant's charter, on May 22, 1995 
(the ``Redemption Date''), all of the shares of applicant's common 
stock issued and outstanding on the Redemption Date at a per share 
price equal to the net asset value per share of the common stock 
determined at the close of business on the Redemption Date; and (b) the 
redemption payment to be made on the Redemption Date be deemed to 
include an uncertificated, nontransferable (except by the laws of 
descent and distribution) right entitling the holder thereof to the 
holder's pro rata interest in any assets of applicant remaining 
available for distribution from time to time after the Redemption Date 
pursuant to the Plan and after satisfaction of applicant's liabilities. 
Provision was made for payment of all of applicant's liabilities for 
which the board of directors determined that such provision was 
necessary, including expenses expected to be incurred in connection 
with the winding up of applicant's affairs, by reserving an aggregate 
amount of $1,752,080, which was in addition to amounts reserved or 
accrued prior thereto.
    4. The decision of applicant's board of directors that liquidation 
was in the best interests of applicant's shareholders was based on the 
following factors, among others: (a) the decline in applicant's total 
assets as a result of shareholder redemptions; (b) the resulting 
increase in applicant's expense ratio; (c) the expectation of the board 
of directors that significant shareholder redemptions would continue; 
(d) the inability to identify an investment company willing to acquire 
applicant's assets; and (e) the belief that, because of continuing 
shareholder redemptions, a delay in liquidation of applicant would 
result in the costs of liquidation being borne by fewer shareholders, 
to the detriment of those shareholders not redeeming.
    5. No action by applicant's securityholders was required in 
connection with adoption of the Plan or authorization of the redemption 
of applicant's issued and outstanding common stock. Applicant's 
shareholders approved applicant's charter on May 12, 1993, including 
the provision authorizing applicant, by action of its board of 
directors, to redeem all of applicant's outstanding capital stock.
    6. On the Redemption Date, applicant had outstanding 267,828 shares 
of common stock and total assets of $38,327,203. Assets in the 
aggregate amount of $2,459,589 were reserved for the payment of 
applicant's liabilities and expenses incurred in connection with the 
winding up of applicant's affairs. On the Redemption Date, applicant's 
total net assets were $35,867,614 and the net asset value per share of 
applicant's common stock was $133.92. Checks in payment of the proceeds 
of redemption were mailed on May 23, 1995 to all shareholders of record 
on the Redemption Date, with each check representing the recipient 
shareholder's pro rata share of the applicant's total net assets on the 
Redemption Date.\1\
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    \1\ It is not know yet whether any assets of applicant will be 
available for distribution to those persons entitled thereto after 
satisfaction of applicant's liabilities and completion of the 
winding up of applicant's affairs.
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    7. Applicant has outstanding contingent obligations to certain 
third party obligees in respect of obligations assumed by CMC Heartland 
Partners and Heartland Partners, L.P. and by Milwaukee Land Company, 
but from which applicant has not sought or obtained releases. In 
addition, applicant has incurred, and continues to incur, expenses in 
connection with the winding up of its affairs, including: custody and 
transfer agency expenses; compensation of its officers and employees; 
compensation and expenses of members of its board of directors; real 
estate transfer expenses; postage, telephone, occupancy and related 
items; and legal and auditing fees and expenses. Such expenses have 
been paid, and will continue to be paid, from the amounts reserved 
therefor.
    8. At the close of business on June 14, 1996, applicant had total 
assets of $603,000, all of which was reserved for liabilities and 
expenses in connection with the winding up of applicant's affairs. 
Applicant's assets currently are held in U.S. treasury bills and cash.
    9. Applicant is a defendant in a lawsuit pending in federal 
district court in Tacoma, Washington. The plaintiff in that action, 
Union Pacific Railroad Company (``Union Pacific''), is seeking to 
collect costs of an environmental clean up of a rail yard in Tacoma. 
CMC Heartland Partners has assumed applicant's obligations in the 
defense of this matter and has filed a lawsuit in federal court in 
Illinois asserting that Union Pacific's claim is barred by the 
bankruptcy of applicant's former subsidiary to which applicant is 
successor by merger. Except for this

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matter, applicant is not a party to any litigation or administrative 
proceeding.
    10. Applicant has no securityholders and no securities outstanding. 
Applicant is not now engaged and does not propose to engage in any 
business activities other than those necessary for the winding up of 
its affairs.
    11. Applicant has not filed a certification of dissolution or 
similar document pursuant to Maryland law. Applicant's charter was 
forfeited pursuant to Section 3-503 of the Maryland General Corporation 
Law on October 30, 1995.

    For the SEC, by the Division of Investment Management, under 
delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 96-21328 Filed 8-20-96; 8:45 am]
BILLING CODE 8010-01-M