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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.: 811-9146
Name of Applicant: T. Acquisition Corp.
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: N/A
Trustee: N/A
Designate the basis upon which the application is being made:
[X] 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").
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[ ] 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.
[ ] 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").
I. ALL APPLICANTS. The following items shall be completed by 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 registered under the Act on form N-8A on December 27,
1995. On March 28, 1996 the Applicant filed pursuant to Rule 8b-25 an
Application for an Extension of Time for Furnishing Information. The
Applicant has never filed a registration statement.
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.
N/A
3. State the present status of Applicant's legal existence under the state
law pursuant to which it was created.
Applicant was organized on December 22, 1995 under the laws of the
State of Delaware. Applicant will file a certificate of dissolution
under Delaware law as soon as practicable following the approval of
this application.
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.
N/A
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.
$10,000 in cash to be distributed to its shareholders upon dissolution.
These assets have never been invested in any securities.
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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 one security holder.
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
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.
N/A
14. Describe the expenses incurred in connection with the liquidation or
merger and how such expenses were allocated and to whom.
N/A
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.
N/A
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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
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; N/A
(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; N/A
(c) the distribution of any proxy material to security holders
regarding such event, state whether such material was filed with
the Commission; N/A
(d) the filing of any application for an order of the Commission
respecting such liquidation or merger, and the disposition
thereof by the Commission; N/A
(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. N/A
IV. MERGERS. The following items shall be completed by Applicants designated
as Type C:
18. State the name and file no. (811-) 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.
N/A
19. Briefly state the circumstances and details of such merger or
consolidation, including the date and terms thereof.
N/A
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. N/A
T. Acquisition Corp.
/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 June 28, 1996, for an order pursuant to Section 8(f) of
the Investment Company Act of 1940, declaring that T. Acquisition Corp. has
ceased to be an investment company, for and on behalf of such company; that he
is the President of T. Acquisition Corp.: 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
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Andrew Murstein, President
Subscribed and sworn to before me by the President of T. Acquisition Corp.
this 27th day of June, 1996
[OFFICIAL SEAL]
/s/ Ira B. Raymond
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Name: Ira B. Raymond
My commission expires March 30, 1998
