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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-18F1
APPLICATION PURSUANT TO SECTION 8(F) OF THE INVESTMENT COMPANY ACT OF 1940
("ACT") AND RULE 8F-1 THEREUNDER FOR ORDER DECLARING THAT COMPANY HAS
CEASED TO BE AN INVESTMENT COMPANY
FILE NO.: 811-5764
Name of Applicant: Tri-Magna Corporation
Address of Principal Executive Office: (No. & Street, City, State, Zip Code):
205 East 42nd Street, Suite 2020
New York, NY 10017
Classification of Applicant (face-amount certificate company, unit investment
trust, or management company): Management Company
Investment Adviser(s): N/A
Principal Underwriter(s): N/A
If Applicant is a management company:
(1) check appropriate box:
Open-end: Closed-end:
[_] Diversified [_] Diversified
[_] Non-Diversified [X] Non-Diversified
(2) Is there any unit investment company registered under the Act which serves
or has served as a vehicle for investment, through periodic payment plans
or otherwise, in Applicant? If so, state the name(s), file no(s).
(811- ) and business address(es) of all such unit investment trusts. N/A
If Applicant is a unit investment trust:
Depositor (Name, Address): N/A
Trustee (Name, Address): N/A
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Designate the basis upon which the application is being made:
[ ] A. Applicant has never made a public offering of its securities, has not
more than 100 security holders for purposes of Section 3(c)(1) of the Act and
the rules thereunder, and does not propose to make a public offering or engage
in business of any kind ("Abandonment" or "Type A").
[ ] B. Applicant (1) has distributed substantially all of its assets to its
security holders and has effected, or is in the process of effecting, a winding-
up of its affairs ("Liquidation" or "Type B"), and (2) is not a "Type C" company
as defined below.
[X] C. Applicant has (1) sold substantially all of its assets or securities to
another investment company: or (2) merged into or consolidated with another
registered investment company ("Merger" or "Type C").
Applicant has merged with and into another registered investment
company.
I. ALL APPLICANTS. The following items shall be completed by all Applicants:
1. State the date Applicant registered under the Act, and the date any
registration statement was filed by Applicant (excluding amendments
thereto) pursuant to Section 8(b) of the Act [15 U.S.C. 80a-8(b)].
The Applicant filed a registration statement on Form N-2 on June 30, 1989.
2. Describe briefly any registration statements filed, with respect to
securities issued by Applicant, pursuant to the Securities Act of 1933
(excluding post-effective amendments thereto), including the date(s) of
filing, the amount, titles and classes of securities covered by such
registration statements, and the date(s) on which (i) such statements
became effective, and (ii) any initial public offering(s) commenced.
The Applicant filed a registration statement on Form N-14 on February 3,
1989, registering 665,900 shares of common stock, $0.01 par value per
share. Such registration became effective and the Applicant's initial
public offering commenced on April 21, 1989.
3. State the present status of Applicant's legal existence under the state
law pursuant to which it was created.
A certificate of merger was filed with the Secretary of State of Delaware
on May 29, 1996 pursuant to which the Applicant was merged with and into
Medallion Financial Corp ("Medallion"). Medallion was the surviving
corporation in the merger.
4. State whether, within the last 18 months. Applicant has, for any reason,
transferred any of its assets to a separate trust, the beneficiaries of
which were or are security holders of Applicant. If such an entity has
been created, describe fully the circumstances of its creation and attach
a copy of all instruments relating to its creation, including a
description of any assets placed therein.
N/A
5. Describe fully the method and amount of all distributions (if any) to
security holders of Applicant made in connection with the winding-up of
Applicant's affairs pursuant to such company's dissolution, liquidation,
or merger, including the date such event took place.
In addition to dividends which the Applicant paid to the holders of its
securities from current earnings in accordance with the Applicant's
customary practices and to the extent necessary to preserve its tax status
as a "regulated investment company", on July 8, 1996 the Applicant paid
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an additional special dividend to the holders of its securities of $0.50
per share, and is in the process of paying a final special dividend to the
holders of its securities of $0.31 per share, which represents the amount
equal to the accumulated net earnings of the Applicants wholly-owned
subsidiary Medallion Taxi Media, Inc. Such final special dividend is
expected to be paid no later than the end of August 1996.
6. Describe the value of and nature of any assets retained by Applicant at
the time of filing this form and the purposes for which such assets have
been retained. State whether such assets have or will be invested in any
securities.
None (see answer to paragraph I.5 above).
7. Describe briefly the nature of any debts, other than face-amount
certificates if Applicant is a face-amount certificate company, or other
liabilities of Applicant which remain outstanding.
N/A
8. State whether Applicant is party to any litigation or administrative
proceedings and, if so, describe the nature of such litigation or
proceeding and the position taken by the Applicant therein.
N/A
9. State the number of security holders (if any) of Applicant at the time of
filing of this application.
The Applicant has no remaining security holders.
10. State whether Applicant is now engaged, or proposes to engage, in any
business activities other than those necessary for the winding-up of its
affairs. If any activities other than winding-up are taking or will take
place, describe the nature and extent of such activities.
The 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.
11. State any other facts relevant to a consideration that Applicant has
ceased to be an investment company.
II. ABANDONMENTS. The following item shall be completed by Applicants designated
as Type A:
12. State whether any sales were made by Applicant of securities of which it
is the issuer. Indicate the date(s) and amount(s) of such sales, and the
consideration received therefor.
N/A
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III. LIQUIDATIONS OR MERGERS. The following items shall be completed by
Applicants designated as Type B or Type C:
13. State titles, classes and number of securities outstanding, and net asset
value attributable to each such class (in aggregate and per share) as of
the nearest date practicable preceding liquidation or merger.
As of March 31, 1996 the Applicant had 668,900 shares of common stock,
$.01 par value outstanding and a net asset value of $17,505,681 or $26.17
per share.
14. Describe the expenses incurred in connection with the liquidation or
merger and how such expenses were allocated and to whom.
Pursuant to the Agreement of Merger between Medallion and the Applicant
dated December 21, 1995 the parties bore their own costs and expenses
(including fees and expenses of legal counsel) in connection with the
negotiation, preparation, execution, review and delivery of the Agreement
of Merger and consummation of the transactions contemplated thereby, with
the exception of the following items:
The Applicant was responsible for paying or reimbursing Medallion for the
following expenses up to a maximum amount of $200,000:
1. Preparation of the registration statement and prospectus covering the
initial public offering of Medallion common stock, including accounting
and legal fees, printing costs and fees for filings and applications made
with the Securities and Exchange Commission, the National Association of
Securities Dealers, state Blue Sky authorities and the Nasdaq National
Market System.
2. Legal fees relating to the resolution of joint issues by the overall
structure of the acquisition of the Applicant and the initial public
offering of Medallion common stock in connection with proceedings before
the Small Business Administration.
3. Legal fees in connection with proceedings before the Securities and
Exchange Commission relating to issues raised under the Investment Company
Act of 1940 by the acquisition of the Applicant and the operation of
Medallion following the closing of the merger.
4. Accounting fees relating to the consolidation of the financial
statements of the Applicant and certain other acquisition targets of
Medallion.
15. State the existence of any security holders of Applicant to whom
distributions in complete liquidation of their interests have not been
made and describe briefly the plans (if any) for the distribution to, or
the preservation of the interests of, such security holders.
None (see answer to paragraph I.5 above).
16. Describe briefly the disposition of portfolio securities and any other
assets of the Applicant in connection with the liquidation or merger
(other than distributions made to Applicant's security holders), the basis
of the price received, and the means of sale and any brokerage commissions
paid thereon. Attach a balance sheet for Applicant, prepared in accordance
with generally accepted accounting principles, which statement need not be
audited, as of a date within 90 days immediately preceding the liquidation
or merger.
N/A
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17. Describe briefly any legal action taken to effect the liquidation or
merger, including:
(a) any action taken by the Board of Directors or similar body authorizing
or recommending such events, including the date any such action took place;
At a meeting on October 18, 1995 and at a meeting on April 12, 1996 the
Board of Directors of the Applicant approved the merger of the Applicant
with and into Medallion.
(b) any security holder authorization which was obtained in connection
with such event, including any vote required by law and the results of any
such vote;
At a meeting on May 22, 1996 by resolution adopted by 80% of the
stockholders of the Applicant the stockholders of the Applicant approved
the merger of the Applicant with and into Medallion.
(c) the distribution of any proxy material to security holders regarding
such event, state whether such material was filed with the Commission;
The Applicant filed with the Commission on May 1, 1996 on Schedule 14A a
copy of all proxy materials which it distributed to its security holders.
(d) the filing of any application for an order of the Commission
respecting such liquidation or merger, and the disposition thereof by the
Commission;
The Applicant filed an application for an exemptive order (File No. 812-
9744) with the Commission which was granted on May 21, 1996 in Release
No. I.C. 21969
(e) any action required by state law; state whether Applicant has filed,
or intends to file, any article of merger, certificate of dissolution, or
similar document pursuant to state law.
A certificate of merger was filed with the Secretary of State of Delaware
on May 29, 1996 pursuant to which the Applicant was merged with and into
Medallion. Medallion was the surviving corporation in the merger.
IV. MERGERS. The following items shall be completed by Applicants designated as
Type C:
18. State the name and file no. of the company which Applicant has merged
into, sold substantially all its assets or securities to, or which
resulted from the consolidation of Applicant and any other company.
The Applicant merged with and into Medallion Financial Corp. (File
No.333-1670).
19. Briefly state the circumstances and details of such merger or
consolidation, including the date and terms thereof.
On May 29, 1996 pursuant to the terms of an Agreement of Merger between
the Applicant and Medallion dated December 21, 1996 the Applicant was
merged with and into Medallion. Medallion continued as the surviving
corporation and the separate corporate existence of the Applicant ceased.
At the effective time of the merger each share of the Applicant's common
stock was converted into and became the right to receive $20.00 in cash.
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Attach copies of any and all documents described in paragraphs 17(c) and
(d) above, and, in the case of a merger, a copy of the merger or
reorganization agreement: any such documents which have previously been filed
with the Commission may be incorporated herein by reference.
The documents described in paragraphs 17(c) and (d) above have previously
been filed with the Commission as described in the responses to such
paragraphs. The merger agreement has been filed with the Commission as an
exhibit to the Schedule 14A described in paragraph 17(c). All of the above
described documents are incorporated herein by reference.
Tri-Magna Corporation
By: Medallion Financial Corp., the surviving
corporation in the merger described herein
/s/ Andrew Murstein
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by: Andrew Murstein
President
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VERIFICATION
State of New York
County of New York ss:
The undersigned being duly sworn deposes and says that he has duly executed
this application, dated August 20, 1996, for an order pursuant to Section 8(f)
of the Investment Company Act of 1940, declaring that Tri-Magna Corporation has
ceased to be an investment company, for and on behalf of such company; that he
is the President of Medallion Financial Corp., the successor to Tri-Magna
Corporation: and that all action by stockholders, directors, and other bodies
necessary to authorize deponent to execute and file such instrument has been
taken. Deponent further says that he is familiar with such instrument, and the
contents thereof, and that the facts therein set forth are true to the best of
his knowledge, information and belief.
/s/ Andrew Murstein
____________________________
Andrew Murstein, President
Subscribed and sworn to before me by the President of Medallion Financial
Corp., the successor to Tri-Magna Corporation this 20th day of August, 1996
[OFFICIAL SEAL]
/s/ Ira B. Raymond
_________________________________
Name: Ira B. Raymond
My commission expires March 30, 1998
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