ICA File No.: 811-9118
File No.: 333-27225
As filed with the Securities and Exchange Commission on May 29, 1997
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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. 8
DEM, Inc.
Exact Name of Registrant as Specified in Charter
World Trade Center-Balt., 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 Co., 11 E. Chase Street, Balt., 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
* In addition, pursuant to Rule 429, this Registration Statement on Form N-2
constitutes Post-Effective Amendment No. 3 to Registration Statement No. 33-
98454 on Form N-2 filed by the Registrant.
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 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 is set forth in Documents Incorporated By Reference
Part B is set forth in Documents Incorporated By Reference
Part C information 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; 333-27225, as filed with the
Securities and Exchange Commission on May 15, 1997 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.
(1) Financial Statements
Part A - Financial Highlights
Part B -The Company's Annual Report to Stockholders for
the fiscal year ended December 31, 1996 is incorporated
into its Statement of Additional Information by
reference in its entirety.
Interim Financial Statements (unaudited)
Statement of Assets and Liabilities
Statement of Operations
Statement of Changes in Net Assets
Notes to Interim Financial Statements
Investment in Securities as of March 30, 1997
(2) Exhibits:
(a) Charter.1
(b) Bylaws.1
(c) Not Applicable.
(d) (1) See Dividend Reinvestment Plan.
(2) See Charter.
(3) See Bylaws.
(e) Dividend Reinvestment Plan.1
(f) Not Applicable.
(g) Advisory and Administrative Services Agreement
between the Company and Chapman Capital
Management, Inc.1
(h) Placement Agency Agreement between the Company and
The Chapman Co.2
(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, LLP3
(m) Not Applicable.
(n) Consent of Arthur Andersen LLP, independent public
accountants for the Company.2
(o) Not Applicable.
(p) Subscription Agreement between the Company and
Chapman Capital Management, Inc.1
(q) Not Applicable.
27(r) Financial Data Schedule.2
(s) Power of Attorney.2
1. Incorporated by reference from Pre-Effective
Amendment No. 1 to the Company'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 the Company's
Registration Statement on Form N-2 (File Nos.: 333-27225 and
811-9118) as filed with the Securities and Exchange
Commission on May 15, 1997.
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 May 28, 1997.
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 1933, this Registration Statement has been signed below
by the following in the capacities and on the date
indicated.
Signatures
/s/ NATHAN A. CHAPMAN, JR. May 28, 1997
Nathan A. Chapman, Jr.
President, Chairman
of the Board and
Director (Principal
Executive Officer)
/s/ M. LYNN BALLARD May 28, 1997
M. Lynn Ballard
Treasurer (Principal
Financial and
Accounting Officer)
The Entire Board of
Directors
Nathan A. Chapman, Jr. James B. Lewis
Robert L. Wallace Lottie H. Shackelford
Ronald A. White
By:/s/ NATHAN A. CHAPMAN May 28, 1997
Nathan A. Chapman, Jr.
Attorney-in-Fact
DEM, INC.
EXHIBIT INDEX
Exhibit L Opinion of Venable, Baetjer and Howard LLP
Exhibit N Consent of Arthur Andersen LLP
VENABLE, BAETJER AND HOWARD, LLP
1800 Mercantile Bank & Trust Building
Two Hopkins Plaza
Baltimore, Maryland 21201-2978
410-244-7400
Fax: 410-244-7742
May 29, 1997
DEM, Inc.
The World Trade Center-Baltimore
401 E. Pratt Street
28th Floor
Baltimore, Maryland 21202
Re: Registration Statement on Form N-2
Ladies and Gentlemen:
We have acted as counsel for DEM, Inc., a Maryland
corporation (the "Company"), in connection with the
organization of the Company and the issuance of shares of
its common stock, par value $.00001 per share (the "Common
Stock").
As counsel for the Company, we are familiar with its
Charter and Bylaws. We have examined the prospectus and
statement of additional information included in its
Registration Statement on Form N-2 (File Nos. 333-27225;
811-9118) (the "Registration Statement"), substantially in
the form in which they are to become effective
(collectively, the "Prospectus"). We have further examined
and relied upon a certificate of the Maryland State
Department of Assessments and Taxation to the effect that
the Company is duly incorporated and existing under the
laws of the State of Maryland and is in good standing and
duly authorized to transact business in the State of
Maryland.
We have also examined and relied upon such corporate
records of the Company and other documents and certificates
with respect to factual matters as we have deemed necessary
to render the opinion expressed herein. With respect to
the documents we have received, we have assumed, without
independent verification, the genuineness of all
signatures, the authenticity of all documents submitted to
us as originals, and the conformity with originals of all
documents submitted to us as copies.
Based on such examination, we are of the opinion and
so advise you that:
1. The Company is duly organized and validly
existing as a corporation in good standing under
the laws of the State of Maryland.
2. The 1,000,000 shares of Common Stock of the
Company to be offered for sale pursuant to the
Prospectus are duly authorized and, when sold,
issued and paid for as contemplated by the
Prospectus, will be validly and legally issued
and will be fully paid and nonassessable.
This letter expresses our opinion with respect to the
Maryland General Corporation Law governing matters such as
due organization and the authorization and issuance of
stock. It does not extend to the securities or "blue sky"
laws of Maryland, to federal securities laws or to other
laws.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the reference
to us in the Registration Statement under the heading
"Legal Matters."
Very truly yours,
/S/ VENABLE, BAETJER AND HOWARD, LLP
BA3DOCS1/0061677.01
Exhibit N
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
use or incorporation by reference in this Registration
Statement of our report dated February 14, 1997, relating to
the financial statements of DEM, Inc. included in or made a
part of this Form N-2.
/s/ ARTHUR ANDERSEN LLP
Baltimore, Maryland,
May 28, 1997
