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MIA1\CORPSEC\186882.1
18928/0001 2/4/00 1:10 PM
U.S. 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 PURUSANT 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: Corporate Renaissance Group, Inc.
Address of Principal Business Office (No. & Street, City, State, Zip Code):
1185 Avenue of the Americas, 18th Floor, New York, New York 10036
Telephone Number (including area code): 212-730-2000
File Number under the Securities Exchange Act of 1934: 05723210
In addition to completing the cover page, a company withdrawing its
election under section 54(a) of the Act must state one of the following
bases for filing the notification of withdrawal:
A. The company has never made a public offering of its securities; does
not have 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.
B. The company (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, and (2) is not liquidating as part of a merger.
C. The company has (1) sold substantially all of its assets to another
company; or (2) merged into or consolidated with another company. Give the
name of the other company and state whether the other company is a
registered investment company, a company excluded from the definition of an
investment company by section 3(c)(1) of the Act, a business development
company, or none of the above.
D. 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 or partnership
interests. Describe the company's new business. Give the date of the
shareholders' or partners' meeting and the number of votes in favor of and
opposed to the change.
On December 1, 1999, a special meeting of the shareholders of Corporate
Renaissance Group, Inc. (the "Company") was held in which the shareholders
of the Company approved a Plan of Liquidation and Dissolution of the
Company (the "Plan"). Pursuant to the Plan, following the liquidation and
the initial distribution of the cash assets of the Company, the balance of
the Company's assets subject to certain reserves will be transferred to a
liquidating trust (the "Liquidating Trust"). Concurrently with the
liquidation and the initial distribution, the Company will delist its
shares from the Nasdaq Stock Exchange, cease to file periodic reports with
the Securities and Exchange Commission and file a Certificate of
Dissolution with the Delaware Secretary of State. The date of liquidation
and initial distribution shall be February 15, 2000. The shareholders of
the Company, following the distribution, will be entitled to units of the
Liquidating Trust in equal proportion to their holdings in the Company.
The Liquidating Trust will dispose of the balance of the assets and will
make one or more additional liquidating distributions to the shareholders.
At the shareholders meeting, holders of shares totaling 343,533 shares of
common stock the Company voted in favor of the Plan, holders of shares of
common stock the Company totaling 1,200 shares of the Company abstained, no
holders of shares of common stock of the Company voted against the Plan and
holders of 314,017 of the remaining 658,750 issued and outstanding shares
of common stock the Company did not vote.
E. The company has filed a notice of registration under section 8 of the
Act. State the filing date of the company's notice of registration (Form N-
8A) under the Act.
F. Other. Explain the circumstances surrounding the withdrawal of
election.
SIGNATURE
Form of 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 New
York and state of New York on the 15th day of February, 2000.
[SEAL]
Signature /s/ Martin D. Sass
By: Martin D. Sass
Chairman of the Board and
Chief Executive Officer
(Title)
Attest: /s/ Martin E. Winter
(Name) Martin E. Winter,
(Title) Secretary/Treasurer
