SEC Division of Investment Management staff letter: Integrated Resources, Inc.

Our Ref~":N6l;P94":479
.Integrated';Resources,
File No. 132-3
~~Ori' representations in your letter of August 4, 1994, we would not recommend enforcement action to the Commission if Presidio Capital Corp. ("Holding Company") and certain other entities directly or indirectly owned by Holding Company (t;ogether with Holding Company, the "Liquidating Entities") do not register under the Investment Company Act of 1940 in reliance on the exceptions in Sections 7(a) and 7(b) for "transactions which are merely incidental to the dissolution of an investment company. ,,1 The Liquidating Entities were created to liquidate certain non-cash assets of Integrated Resources, Inc. (the "Acquired Assets") and distribute the proceeds thereof. Our position is based on your representations that the Liquidating Entities:
(1) exist solely to liquidate the Acquired Assets and distribute the proceeds to holders of Holding Company common stocki (2) will be prohibited from conducting a trade or business (other than maintaining going concern businesses acquired from Integrated Resources, Inc. pending sale or liquidation thereof), and from making any investment.s, except for temporary investments in money market in~truments, government short-term securities, or other investment grade short-term debt securities pending the' distribution of liquidation proceeds to beneficiariesi and (3) will not hold themselves out as investment 'companies, but rather as liquidating entities. You also represent that the Liquidating Entities will dissolve on or before the fifth anniversary of the effective date of the plan of liquidation unless additional no-action assurance is obtained from the staff. You state that Holding Company and its manager believe the Acquired Assets can be liquidated within three to five years. Liquidation of the Acquired Assets, however, is subject to significant uncertainties due to general business and economic conditions and the illiquidity of certain ACqQired Assets. The Acquired Assets include, among other things, rights to various deferred payment obligations (IIContract Rights"), interests in ' partnerships that invest in various operating businesses, interests in real estate partnerships and fee interests in certain parcels of land. Holding Company and its manager believe that given the complex, highly illiquid, and varied nature of the Acquired Assets, 1 We express no opinion on whether the principal assets of the Liquidating Entities would constitute IIsecurities ll for purposes of Section 2 (a) (36), or "investment securities ll for purposes of Section 3(a)(3).