[Federal Register Volume 61, Number 245 (Thursday, December 19, 1996)]
[Notices]
[Pages 67079-67080]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-32142]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 22394; 811-1505]


ProvidentMutual Growth Fund, Inc.; Notice of Application

December 12, 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: ProvidentMutual Growth 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 October 18, 1996.

HEARING OR NOTIFICATION OF HEARING: An order granting the application 
will be issued unless the SEC orders a hearing.

[[Page 67080]]

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 January 6, 1997, 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, N.W., Washington, D.C. 
20549. Applicant, Christiana Executive Campus, 220 Continental Drive, 
Newark, Delaware 19713.

FOR FURTHER INFORMATION CONTACT: Diane L. Titus, Paralegal Specialist, 
at (202) 942-0584, or Mary Kay Frech, 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, diversified management investment 
company organized as a Delaware corporation. According to SEC records, 
on June 7, 1967, applicant registered under section 8(a) of the Act and 
filed a registration statement on Form N-8A pursuant to section 8(b) of 
the Act and the Securities Act of 1933. The registration statement was 
declared effective on October 11, 1967, and applicant commenced its 
public offering of shares soon thereafter.
    2. At a meeting held on August 14, 1992, applicant's board of 
directors unanimously approved an agreement and plan of reorganization 
(the ``Reorganization'') between Sentinel Group Funds, Inc. (the 
``Company'') on behalf of Sentinel Common Stock Fund (``Sentinel 
Common'') and applicant. Pursuant to the agreement, Sentinel Common 
would acquire substantially all of applicant's assets in exchange for 
shares of common stock of Sentinel Common. In approving the 
Reorganization, the directors identified certain potential benefits 
likely to result from the Reorganization, including, (a) a 
significantly larger organization that also will provide access to an 
expanded, stronger marketing organization, (b) a combined organization 
that should realize certain portfolio management efficiencies if there 
is a more consistent inflow of new money, (c) a growing organization 
that will be able to realize economies of scale with regard to many of 
its expenses, and (d) an organization that will be better able to keep 
up with new shareholder service features and technologies as they 
become available.
    3. On or about January 11, 1993, proxy materials soliciting 
shareholder approval of the Reorganization were mailed to applicant's 
shareholders of record as of December 21, 1992. In addition to 
solicitation by mail, certain directors, officers, and agents of 
applicant solicited shareholder proxies by telephone. At a special 
meeting held on February 24, 1993, applicant's shareholders approved 
the Reorganization.
    4. As of February 26, 1993, applicant had 19,166,440.905 shares of 
common stock outstanding, $1.00 par value. The net asset value per 
share of applicant was $6.49 and the aggregate net asset value was 
$124,735,144.84.
    5. On March 1, 1993, applicant transferred assets valued at 
$124,435,144.84 and received in exchange 19,166,440,905 shares of 
common stock of Sentinel Aggressive. Such shares were distributed to 
applicant's shareholders on that date in proportion to each 
shareholder's interest in the assets transferred.
    6. Applicant and the Company each bore their allocable share of the 
appropriate expenses of the Reorganization, up to a total of $200,000 
for all of the ProvidentMutual Funds. Expenses of all the Provident 
Mutual Funds, including applicant, in excess of $200,000 were borne by 
Provident Mutual Life Insurance Company of Philadelphia and/or National 
Life Insurance Company. These expenses included preparation of the 
Reorganization documents and the registration statement, filing fees, 
and legal and audit fees.
    7. Applicant has no security holders and no remaining assets, 
debts, or liabilities as of the date of the application.
    8. Applicant is not a party to any litigation or administrative 
proceeding. 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.
    9. Applicant was dissolved under Delaware law on December 3, 1993.

    For the SEC, by the Division of Investment Management, under 
delegated authority.
Jonathan G. Katz,
Secretary.
[FR Doc. 96-32142 Filed 12-18-96; 8:45 am]
BILLING CODE 8010-01-M