SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-54C
NOTIFICATION OF WITHDRAWAL OF ELECTION TO BE SUBJECT TO
SECTIONS 55 THROUGH 65 OF THE INVESTMENT COMPANY ACT OF
1940 FILED PURSUANT TO SECTION 54(c) OF THE INVESTMENT
COMPANY ACT OF 1940
The undersigned business development company hereby notifies the Securities
and Exchange Commission that it withdraws its election to be subject to sections
55 through 65 of the Investment Company Act of 1940 (the "Act"), pursuant to the
provisions of section 54(c) of the Act, and in connection with such notice of
withdrawal of election submits the following information:
GRIFFIN INDUSTRIES, INC.
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Name
1111 Third Avenue, Suite 2500
Seattle, Washington 98101
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Address of Principal Business Office
(No. & Street, City, State, Zip Code)
(206) 326-8090
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Telephone Number (including area code)
000-23689, FILM #: 98517459
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File Number under the Securities Exchange Act of 1934
Griffin Industries, Inc. (the "Company") is withdrawing its election under
section 54(a) of the Act on the following basis for filing this Notification of
Withdrawal:
The Company has changed the nature of its business so as to cease to be a
business development company, and such change was authorized by the vote of a
majority of its outstanding voting securities.
Griffin Industries, Inc. will serve to act as a holding company to acquire
controlling interests in one or more companies in the heavy construction
equipment rental and distribution industry, and faciliate in performing a roll
up or consolidation within this industry. The principal purpose of the Company
will be to derive earnings from the consolidated operation of several businesses
in the equipment rental and distribution industry.
The Company held a Special Meeting of Stockholders on Thursday October 15,
1998, at which a majority of the outstanding voting shares of Common Stock, par
value $.01 per share, (the "Common Stock") entitled to vote, were present in
person or by proxy. 2,081,300 shares of Common Stock of the Company voted in
favor of the proposal to withdraw the Company's election to be treated as a
business development company under the Act, 0 shares of Common Stock voted
against such proposal, and 7,000 shares abstained. The affirmative vote of (a)
67% or more of the shares of Common Stock present (in person or by proxy) at the
Special Meeting, or (b) more than 50% of the outstanding shares of Common Stock,
whichever is less, was required to approve this proposal. Accordingly, the
proposal received more than the vote required for approval.
SIGNATURE
Pursuant to the requirements of the Act, the Company has caused this
Notification of Withdrawal of Election to be subject to sections 55 through 65
of the Act to be duly signed on its behalf in the City of Seattle and State of
Washington on the 15th day of October, 1998.
GRIFFIN INDUSTRIES, INC.
By: /s/ Landon Barretto
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Landon Barretto
Chief Executive Officer
Attest:
Ron Aguilar
_______________________
Ron Aguilar
Corporate Secretary
