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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:
Name: Kagan Media Partners L.P.
Address of Principal Business office (No. & Street, City, State, Zip Code):
126 Clock Tower Place, Carmel, CA 93923
Telephone Number (including area code): (408) 624-1536
File Number under the Securities Exchange Act of 1934: 0-17507
The company (1) has distributed substantially all of its assets to its
securityholders and has effected, or is in the process of effecting,
a winding-up of its affairs, and (2) is not liquidating as part of a merger.
SIGNATURE
Pursuant to the requirements of the Act, the undersigned 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 Weehawken
and state of New Jersey on the day of March 17, 1997.
[SEAL]
Signature: KAGAN MEDIA PARTNERS L.P.
By: MEZZANINE CAPITAL CORPORATION
A General Partner
By /s/ Joseph P. Ciavarella
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Joseph P. Ciavarella,
Vice President, Secretary and
Chief Financial and Accounting
Officer
Attest:
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(Name)
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(Title)
