ICA File No.: 811-9118
File No.: 333-2341
As filed with the Securities and Exchange Commission on April 11, 1996
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-2
(Check appropriate box or boxes)
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[X] Pre-Effective Amendment No. 1
[ ] Post-Effective Amendment No.
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
[X] Amendment No. 4
DEM, Inc.
Exact Name of Registrant as Specified in Charter
The World Trade Center - Baltimore, 401 E. Pratt Street, 28th Floor,
Baltimore, MD 21202
Address of Principal Executive Offices (Number, Street,
City, State, Zip Code)
(800) 752-1013
Registrant's Telephone Number, including Area Code
CSC - Lawyer's Incorporating Service Company, 11 E. Chase Street,
Baltimore, MD 21202
Name and Address (Number, Street, City, State, Zip
Code of Agent for Service)
As soon as practicable after the effective date of this registration
statement
Approximate Date of Proposed Public Offering
If any securities being registered on this form will be offered on a
delayed or continuous basis in reliance on Rule 415 under the Securities
Act of 1933, other than securities offered in connection with a dividend
reinvestment plan, check the following box.
[X]
It is proposed that this filing will become effective (check appropriate
box)
[X] when declared effective pursuant to section 8(c)
If appropriate, check the following box:
[ ] this [post-effective] amendment designates a new effective
date for a previously filed [post-effective amendment] [registration
statement].
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that
this Registration Statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933 or until this Registration
Statement shall become effective on such date as the Securities and
Exchange Commission, acting pursuant to said Section 8(a), may determine.
DEM, INC.
Form N-2
Cross-Reference Sheet
Part A and Part B Documents Incorporated By Reference
Part C Information required to be included in
Part C is set forth under the
appropriate Item, so numbered, in Part C
to this Registration Statement or in
Documents Incorporated by Reference.
DOCUMENTS INCORPORATED BY REFERENCE
DEM, Inc.'s Registration Statement on Form N-2 Registration Numbers
811-9118; 333-2341, as filed with the Securities and Exchange Commission on
April 8, 1996 is hereby incorporated by reference in its entirety into this
Pre-effective Amendment Number 1 to DEM, Inc.'s Registration Statement on
Form N-2.
PART C OTHER INFORMATION
Item 24. Financial Statements and Exhibits.
(2) Exhibits:
(a) -- Charter.(1)
(b) -- Bylaws.(1)
(c) -- Not Applicable.
(d) -- (1) See Dividend Reinvestment Plan.
(2) See Charter.
(e) -- Dividend Reinvestment Plan.(1)
(f) -- Not Applicable.
(g) -- Advisory and Administrative Services
Agreement between the Company and
Chapman
Capital Management, Inc.(1)
(h) -- Not Applicable.
(i) -- Not Applicable.
(j) -- Custody Agreement between the Company
and UMB Bank, N.A.(1)
(k) (1) Transfer Agency Services Agreement
between
the Company and Fund/Plan Services,
Inc.(1)
(2) Custody Administration and Agency
Agreement
between the Company and Fund/Plan
Services,
Inc.(1)
(l) -- Opinion and Consent of Venable, Baetjer
and
Howard, LLP(2)
(m) -- Not Applicable.
(n) -- Consent of Arthur Andersen LLP,
independent
public accountants for the
Company.(3)
(o) -- Not Applicable.
(p) -- Subscription Agreement between the
Company
and Chapman Capital Management,
Inc.(1)
(q) -- Not Applicable.
(r)(1)--Financial Data Schedule (Fiscal Year 1995).(3)
(r)(2)--Financial Data Schedule (1st Quarter 1996).(3)
(s) -- Power of Attorney.(2)
(1) Incorporated by reference from Pre-Effective
Amendment No. 1 to DEM, Inc.'s Registration Statement
on Form N-2 (File Nos.: 33-98454 and 811-9118) as filed
with the Securities and Exchange Commission on December
7, 1995.
(2) Incorporated by reference from DEM, Inc.'s
Registration Statement on Form N-2 (File Nos.: 33-2341
and 811-9118) as filed with the Securities and Exchange
Commission on April 8, 1996.
(3) Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and
the Investment Company Act of 1940, the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Baltimore, and State of Maryland,
as of April 11, 1996.
DEM, INC.
By:/s/ NATHAN A. CHAPMAN, JR.
Nathan A. Chapman, Jr.
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1993, this
Registration Statement has been signed below by the following in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signatures Title Date
<S> <C> <C>
/s/ NATHAN A. CHAPMAN, JR. President, Chairman of April 11, 1996
Nathan A. Chapman, Jr. the Board and Director
(Principal Executive
Officer)
/s/ M. LYNN BALLARD Treasurer (Principal April 11, 1996
M. Lynn Ballard Financial and
Accounting Officer)
The Entire Board of
Directors
James B. Lewis
Nathan A. Chapman, Jr. Lottie H. Shackelford
Robert L. Wallace
Ronald A. White
April 11, 1996
By:/s/ NATHAN A. CHAPMAN
Nathan A. Chapman, Jr.
Attorney-in-Fact
</TABLE>
DEM, INC.
EXHIBIT INDEX
Exhibit N Consent of Arthur Andersen LLP
Exhibit 27.R.1 Financial Data Schedule (Fiscal Year 1995)
Exhibit 27.R.2 Financial Data Schedule (1st Quarter 1996)
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
use of our report and all references to our firm included in
or made a part of this registration statement.
/s/ ARTHUR ANDERSEN LLP
Baltimore, Maryland,
March 31, 1996
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCEDHULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S AUDITED FINANCIAL STATEMENTS AND INTERIM UNAUDITED FINANCIAL
STATEMENTS CONTAINED IN ITS REGISTRATION STATEMENT ON FORM N-2 AS FILED WITH THE
COMMISSION ON APRIL 8, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH SOURCE DOCUMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 4,812,175
<INVESTMENTS-AT-VALUE> 4,812,175
<RECEIVABLES> 2,431
<ASSETS-OTHER> 49,675
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 4,864,281
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 121,481
<SENIOR-EQUITY> 3
<PAID-IN-CAPITAL-COMMON> 4,740,912
<SHARES-COMMON-STOCK> 344,457
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 1,885
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 4,742,800
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 2,431
<OTHER-INCOME> 0
<EXPENSES-NET> 546
<NET-INVESTMENT-INCOME> 1,885
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 1,885
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 344,457
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 4,742,800
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 468
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 546
<AVERAGE-NET-ASSETS> 4,742,800
<PER-SHARE-NAV-BEGIN> 13.97
<PER-SHARE-NII> .01
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> (.21)
<PER-SHARE-NAV-END> 13.77
<EXPENSE-RATIO> .004
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM (AUDITED
FINANCIAL STATEMENTS AND INTERIM UNAUDITED FINANCIAL STATEMENTS CONTAINED IN THE
COMPANY'S REGISTRATION STATEMENT ON FORM N-2 AS FILED WITH THE SEC ON APRIL 8,
1996) AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH DOCUMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1996
<INVESTMENTS-AT-COST> 4,719,469
<INVESTMENTS-AT-VALUE> 4,720,151
<RECEIVABLES> 13,658
<ASSETS-OTHER> 62,912
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 4,796,721
<PAYABLE-FOR-SECURITIES> 9,175
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 40,852
<SENIOR-EQUITY> 3
<PAID-IN-CAPITAL-COMMON> 4,740,912
<SHARES-COMMON-STOCK> 344,457
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 14,954
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 682
<NET-ASSETS> 4,755,869
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 51,830
<OTHER-INCOME> 0
<EXPENSES-NET> 39,443
<NET-INVESTMENT-INCOME> 12,387
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 682
<NET-CHANGE-FROM-OPS> 13,069
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 344,457
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 13,069
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 19,680
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 39,443
<AVERAGE-NET-ASSETS> 4,754,855
<PER-SHARE-NAV-BEGIN> 13.77
<PER-SHARE-NII> .04
<PER-SHARE-GAIN-APPREC> .00
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 13.81
<EXPENSE-RATIO> 3.3
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
