[Federal Register Volume 61, Number 224 (Tuesday, November 19, 1996)]
[Notices]
[Pages 58912-58913]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-29551]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 22330; 811-3315]


Destiny Plans IIA; Notice of Application for Deregistration

November 13, 1996.
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: Destiny Plans IIA.

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 May 13, 1996 and amended on 
August 15, 1996, and on October 22, 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 December 9, 
1996, 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 Fifth Street NW., Washington, DC 20549. 
Applicant, 82 Devonshire Street, Boston, MA 02109.

FOR FURTHER INFORMATION CONTACT:
Harry Eisenstein, Staff Attorney, (202) 942-0552, or Mercer E. Bullard, 
Branch Chief, (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 unit investment trust established under Kansas 
law, pursuant to a plan custodian and administration agreement dated 
November 6, 1981 (``Security Custodian Agreement''). Applicant 
registered under the Act on November 6, 1981 and filed a registration 
statement under section 8(b) of the Act on December 8, 1981. SEC 
records show that, on December 8, 1981, applicant filed a registration 
statement under the Securities Act of 1933, which was declared 
effective on June 30, 1982. The registration statement covered the 
registration of 10-year and 15-year systematic investment plans 
(``Security Plans'') providing for investment in shares of a designated 
mutual fund. Applicant commenced an initial public offering of its 
shares on or about June 30, 1982. Applicant initially registered under 
the name Security Action Plans and changed its name to Destiny Plans 
IIA on March 23, 1993.
    2. Until March 26, 1993, the Security Plans provided for investment 
in shares of Security Action Fund. On that date, the assets of Security 
Action Fund were transferred to the Destiny II series (``Fund'') of 
Fidelity Destiny Portfolios in exchange for shares of the Fund. On the 
same date, Fidelity Distributors Corporation (``FDC'') became the 
sponsor, underwriter and administrator,

[[Page 58913]]

and State Street Bank and Trust Company (``State Street'') became the 
custodian, of applicant. Shortly thereafter, sales of new Security 
Plans ceased.
    3. Fidelity Systematic Investment Plans (``Destiny Plans UIT'') 
also is a custodial arrangement for systematic investment plans. The 
Destiny Plans II series of the Destiny Plans UIT invests in shares of 
the Fund. The terms of such plans are substantially similar to the 
terms of Security Plans. Applicant states that separate prospectuses, 
financial statements, reports, and records were being prepared and 
maintained for applicant and Destiny Plans II, although they were 
substantially identical systematic investment plans. Accordingly, FDC, 
as sponsor, and State Street, as custodian, determined that a 
combination of applicant and Destiny Plans II would contribute to 
administrative efficiencies and the reduction of administrative costs 
borne by shareholders and the sponsor.
    4. On September 16, 1994, all of applicant's assets were 
transferred to Destiny Plans II in exchange for shares of Destiny Plans 
II that are of equal value (``Merger''). Applicant obtained an order of 
the SEC under section 17(b) of the Act granting an exemption from 
section 17(a) of the Act to permit the Merger.\1\ In connection with 
that order, applicant stated (1) that no dilution of or increase in 
plan values would occur as a result of the proposed transaction, (2) 
that, immediately after the Merger was consummated, shareholders' 
interests in applicant will have been replaced with interests of equal 
value in Destiny Plans II and would continue to represent an interest 
in the same number of underlying shares of the Fund, and (3) that the 
Merger would not result in any change in charges, costs, fees, or 
expenses borne by shareholders of applicant or Destiny Plans II, except 
that a service fee may be reduced.
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    \1\ Fidelity Systematic Investment Plans, Investment Company Act 
Release Nos. 19822 (October 29, 1993) (notice) and 19902 (Nov. 24, 
1993) (order).
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    5. The net asset value of the Security Plans on the date of the 
Merger was $422,332,602. Pursuant to the Merger, applicant transferred 
all of its assets to Destiny Plans II in exchange for 14,443,659 shares 
of Destiny Plans II with an aggregate net asset value of $422,322,602.
    6. The Merger was effected without approval by applicant's 
shareholders pursuant to rights reserved to the sponsor and custodian 
to make changes that would not adversely affect shareholder interests, 
and shareholder authorization was not required or provided for under 
the Security Custodian Agreement or Security Plans.
    7. Applicant has no assets, or any debts or other liabilities. FDC 
has paid or will pay all expenses incurred by all parties in connection 
with the termination of the Application.
    8. Persons who were shareholders of applicant at the time of the 
Merger received distributions in complete liquidation of their 
interests. All of the applicant's security holders at the time of the 
Merger effectively received plans issued by Destiny Plans II identical 
to their Security Plans issued by applicant. Applicant is not a party 
to any litigation or administrative proceeding. Applicant has no 
shareholders and is not now engaged, nor does it propose to engage, in 
any business activities other than those necessary for the winding up 
of its affairs.
    9. Applicant has not filed and does not intend to file any 
documents relating to its dissolution because applicable Kansas law 
does not require filing of any such documents.

    For the SEC, by the Division of Investment Management, under 
delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 96-29551 Filed 11-18-96; 8:45 am]
BILLING CODE 8010-01-M