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:
ACORN VENTURE CAPITAL CORPORATION
(Now Known As Acorn Holding Corp.)
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Name
100 Park Avenue, 23rd Floor
New York, New York 10017
____________________________________________________________
Address of Principal Business Office
(No. & Street, City, State, Zip Code)
(212) 685-5654
____________________________________________________________
Telephone Number (including area code)
814-00029/0-11454
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File Number under the Securities Exchange Act of 1934
Acorn Venture Capital Corporation (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.
The Company has become a holding company with one
wholly-owned, operating subsidiary, Recticon Enterprises,
Inc. ("Recticon"). Recticon, located in Pottstown,
Pennsylvania, manufactures two, three and four-inch
monocrystalline silicon wafers, which are made from silicon
crystals and are the basic substrate from which integrated
circuits and other semiconductor devices are fabricated.
Recticon's wafers are used by university research
departments and microelectronic manufacturers, and are best
suited for use in electronics devices employed in avionics,
telecommunications and computers. The principal purpose of
the Company will be to derive earnings from the operation of
Recticon and possibly other businesses rather than for the
purpose of obtaining dividend and interest income through
the efforts of others. The Company may acquire other
companies or operating businesses in the future. While
there can be no assurance that any such acquisitions will be
made, the Company intends only to acquire the entire or, at
the least, controlling interests in such companies and have
nies operate as subsidiaries of the Company.
The Company held a Special Meeting of Stockholders on
November 3, 1997, 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. 4,150,653 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, 21,575 shares of Common Stock voted
against such proposal, and 13,650 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 New York and State of
New York on the 3rd day November, 1997.
ACORN VENTURE CAPITAL CORPORATION
By:Stephen A. Ollendorff
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Stephen A. Ollendorff
Chief Executive Officer
Attest:
Edward N. Epstein
_______________________
Edward N. Epstein
President
