[Federal Register Volume 62, Number 44 (Thursday, March 6, 1997)]
[Notices]
[Page 10301]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 97-5468]



[[Page 10301]]

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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 22533; 811-5331]


Hampton Utilities Trust; Notice of Application

February 27, 1997.
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: Hampton Utilities Trust.

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 December 3, 1996 and amended 
on February 21, 1997.

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 March 24, 1997, 
and should be accompanied by proof of service on the applicant, in the 
form of an affidavit or, for lawyers, a certificate or 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, 777 Mariners Island Blvd., San Mateo, California 
94404.

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 a closed-end, diversified management investment 
company organized as a business trust under the laws of the 
Commonwealth of Massachusetts. On September 15, 1987, applicant 
registered under section 8(a) of the Act and filed a registration 
statement on Form N-2 pursuant to section 8(b) of the Act and the 
Securities Act of 1933 to register its shares of beneficial interest. 
On March 7, 1988, applicant's registration statement was declared 
effective, and the initial public offering of applicant's shares 
commenced on the same date.
    2. On December 16, 1993, applicant's board of trustees approved an 
Agreement and Plan of Reorganization (the ``Agreement'') between 
applicant and Franklin Custodian Funds, Inc. on behalf of its Utilities 
Series, pursuant to which applicant would transfer substantially all of 
its assets to the Utilities Series in exchange for shares of common 
stock of Utilities Series. In accordance with rule 17a-8 of the Act, 
applicant's board determined that the sale of applicant's assets to 
Utilities Series was in the best interests of applicant and that the 
interests of the existing shareholders would not be diluted as a result 
of the sale.\1\
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    \1\ Applicant and Franklin Custodian Funds, Inc., may be deemed 
to be affiliated persons of each other solely by reason of having a 
common investment adviser, common director, and/or common officers. 
Although purchases and sales between affiliated persons generally 
are prohibited by section 17(a) of the Act, rule 17a-8 provides an 
exemption from 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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    3. The board's conclusion was based on a number of factors, 
including that the sale of applicant's assets to the Utilities Series 
in exchange for shares of Utilities Series would permit shareholders to 
pursue their investment goals in a larger fund with enhanced ability to 
effect portfolio transactions on more favorable terms and with greater 
investment flexibility. The board also considered that as shareholders 
of an open-end fund, the holders of applicant's Capital Shares would 
have redemption rights and exchange privileges that were not previously 
available.
    4. As of March 7, 1994, applicant was a closed-end investment 
company with two classes of shares outstanding: The Cumulative 
Preferred Shares and the Capital Shares. On that date, in accordance 
with applicant's Restated Declaration of Trust, dated December 16, 
1993, all of the Cumulative Preferred Shares were redeemed by applicant 
in cash at $50.00 per share.
    5. On or about May 30, 1994, proxy materials soliciting shareholder 
approval of the Agreement were furnished to holders of applicant's 
Capital Shares and filed with the SEC. Applicant's shareholders 
approved the Agreement at an annual meeting held on July 14, 1994.
    6. On August 4, 1994, there were 1,032,684 Capital Shares of 
applicant outstanding at a net asset value of $12.54 per share. At such 
date, aggregate net assets amounted to $12,950,208.48.
    7. On August 5, 994 (the ``Closing Date''), applicant transferred 
substantially all of its net assets to the Utilities Series in exchange 
solely for shares of common stock of Utilities Series having an 
aggregate net asset value equal to the aggregate value of net assets 
transferred. The number of shares was determined by dividing the 
aggregate value of applicant's assets to be transferred on the Closing 
Date by the net asset value per share of common stock of Utilities 
Series as of 1:00 p.m. Pacific time on Closing Date. Shares of 
Utilities Series were distributed to the holders of applicant's Capital 
Shares pro rata in accordance with their respective interest in 
applicant.
    8. The expenses incurred in connection with the reorganization were 
approximately $90,370. These expenses included printing and mailing 
costs for proxy materials and related documents. One half of these 
costs were borne by Franklin Advisers, Inc. through a reimbursement of 
the amounts advanced by applicant and Utilities Series, and the 
remainder of the costs were borne by applicant.
    9. Applicant has no securityholders, assets, or liabilities. 
Applicant is not a party to any litigation or administration 
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.
    10. A Notice of Termination of Trust was filed with the 
Massachusetts Secretary of State on October 4, 1994.

    For the SEC, by the Division of Investment Management, under 
delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 97-5468 Filed 3-5-97; 8:45 am]
BILLING CODE 8010-01-M