UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-8F
APPLICATION FOR DEREGISTRATION OF CERTAIN REGISTERED INVESTMENT COMPANIES
I. GENERAL IDENTIFYING INFORMATION
1. Reason fund applying to deregister (check only one; for descriptions,
see Instruction 1 above):
[ ] MERGER
[X] LIQUIDATION
[ ] ABANDONMENT OF REGISTRATION
(Note: Abandonments of Registration answer only questions 1
through 15, 24 and 25 of this form and complete verification at
the end of the form.)
[ ] Election of status as a BUSINESS DEVELOPMENT COMPANY
(Note: Business Development Companies answer only questions 1
through 10 of this form and complete verification at the end of
the form.)
2. Name of fund:
MANAGED SECURITIES PLUS FUND, INC.
3. Securities and Exchange Commission File No.: 811-08045
4. Is this an initial Form N-8F or an amendment to a previously filed
Form N-8F?
[X] Initial Application [ ] Amendment
5. Address of Principal Executive Office (include No. & Street, City,
State, Zip Code):
575 LEXINGTON AVENUE
9TH FLOOR
NEW YORK, NY 10022
6. Name, address and telephone number of individual the Commission staff
should contact with any questions regarding this form:
PHILIP H. HARRIS, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
FOUR TIMES SQUARE
NEW YORK, NY 10036
(212) 735-3805
7. Name, address and telephone number of individual or entity
responsible for maintenance and preservation of fund records in
accordance with rules 31a-1 and 31a-2 under the Act
[17CFR 270.31a-1,.31a-2]:
MANAGED SECURITIES CUSTODIAN TRUST COMPANY PFPC INC.
PLUS FUND, INC. 101 CARNEGIE CENTER BELLEVUE CORPORATE
575 LEXINGTON AVENUE PRINCETON, NJ 08540 CENTER
NEW YORK, NY 10022 400 BELLEVUE PARKWAY
WILMINGTON, DE 19809
NOTE: Once deregistered, a fund is still required to maintain and
preserve the records described in rules 31a-1 and 31a-2 for the
periods specified in those rules.
8. Classification of fund (check only one):
[X] Management company;
[ ] Unit investment trust; or
[ ] Face-amount certificate company.
9. Subclassification if the fund is a management company (check only one):
[ ] Open-end [X] Closed-end
10. State law under which the fund was organized or formed (e.g.,
Delaware, Massachusetts):
STATE OF DELAWARE
11. Provide the name and address of each investment adviser of the fund
(including sub-advisers) during the last five years, even if the
fund's contracts with those advisers have been terminated:
BEAR STEARNS ASSET MANAGEMENT INC.
575 LEXINGTON AVENUE
NEW YORK, NY 10022
12. Provide the name and address of each principal underwriter of the
fund during the last five years, even if the fund's contracts with
those underwriters have been terminated:
BEAR, STEARNS & CO. INC.
245 PARK AVENUE
NEW YORK, NEW YORK 10167
13. If the fund is a unit investment trust ("UIT") provide: NOT APPLICABLE
(a) Depositor's name(s) and address(es):
(b) Trustee's name(s) and address(es):
14. Is there UIT registered under the Act that served as a vehicle for
investment in the fund (e.g., an insurance company separate account)?
[ ] Yes No [X]
If Yes, for each UIT state:
Name(s):
File No.: 811-_____
Business Address:
15. (a) Did the fund obtain approval from the board of directors
concerning the decision to engage in a Merger, Liquidation or
Abandonment of Registration?
[X] Yes [ ] No
If Yes, state the date on which the board vote took place:
THE BOARD OF DIRECTORS OF THE FUND APPROVED A PLAN TO
DISTRIBUTE SUBSTANTIALLY ALL OF THE FUND'S ASSETS ON
FEBRUARY 7, 2000.
If No, explain:
(b) Did the fund obtain approval from the shareholders concerning
the decision to engage in a Merger, Liquidation or Abandonment
or Registration?
[X] Yes [ ] No
If Yes, state the date on which the shareholder vote took
place:
THE FUND'S SHAREHOLDER APPROVED A PLAN TO DISTRIBUTE
SUBSTANTIALLY ALL OF THE FUND'S ASSETS ON FEBRUARY 7, 2000.
If No, explain:
II. DISTRIBUTION TO SHAREHOLDERS
16. Has the fund distributed any assets to its shareholders in connection
with the Merger or Liquidation?
[X] Yes [ ] No
(a) If Yes, list the date(s) on which the fund made those
distributions:
THE FUND MADE A DISTRIBUTION TO ITS SHAREHOLDER ON DECEMBER 6,
1999, FEBRUARY 15, 2000 AND DECEMBER 8, 2000.
(b) Were the distributions made on the basis of net assets?
[X] Yes [ ] No
(c) Were the distributions made pro rata based on the share of
ownership?
[X] Yes [ ] No
(d) If No to (b) or (c) above, describe the method of distribution
to shareholders. For Mergers, provide the exchange ratio(s)
used and explain how it was calculated:
(e) Liquidations only:
Were any distributions to shareholders made in kind?
[ ] Yes [X] No
17. Closed-end funds only:
Has the fund issued senior securities?
[X] Yes [ ] No
If Yes, describe the method of calculating payments to senior
securityholders and distributions to other shareholders: THE FUND
ISSUED FLOATING RATE NOTES IN THE AGGREGATE PRINCIPAL AMOUNT OF
$50,000. THE NOTES PAID INTEREST QUARTERLY AT A FLOATING RATE EQUAL
TO THREE-MONTH LIBOR PLUS 2.50% PER ANNUM OVER THE YIELD OF THE
ONE-YEAR CONSTANT MATURITY TREASURY SECURITY. THE NOTES WERE REDEEMED
ON DECEMBER 6, 1999 AND PAID IN FULL INCLUDING ACCRUED INTEREST.
THE FUND ALSO ISSUED 2,000 SHARES OF PREFERRED STOCK WITH A
LIQUIDATION PREFERENCE OF $100,000 PER SHARE WHICH ENTITLED HOLDERS
TO RECEIVE, WHEN, AS AND IF DECLARED BY THE BOARD OF DIRECTORS OF THE
FUND OUT OF ASSETS OF THE FUND LEGALLY AVAILABLE THEREFOR, CASH
DIVIDENDS, FOR EACH QUARTERLY DIVIDEND PERIOD, IN AN AMOUNT EQUAL TO
$13,270 PER SHARE PER ANNUM (REPRESENTING AN ANNUAL DIVIDEND YIELD OF
13.270%) UNTIL AND INCLUDING DECEMBER 30, 2006, AND THEREAFTER IN AN
AMOUNT EQUAL TO $1,000 PER SHARE PER ANNUM (REPRESENTING AN ANNUAL
DIVIDEND YIELD OF 1.00%). THE PREFERRED STOCK WAS REDEEMED ON
DECEMBER 6, 1999 AND PAID THE FULL LIQUIDATION PREFERENCE PLUS ALL
ACCRUED DIVIDENDS.
18. Has the fund distributed ALL of its assets to the fund's shareholders?
[X] Yes No [ ]
If No,
(a) How many shareholders does the fund have as of the date this
form is filed?
(b) Describe the relationship of each remaining shareholder to the
fund:
19. Are there any shareholders who have not yet received distributions in
complete liquidation of their interests?
[ ] Yes No [X]
If Yes, describe briefly the plans (if any) for distributing to, or
preserving the interests of, those shareholders:
III. ASSETS AND LIABILITIES
20. Does the fund have any assets as of the date this form is filed?
(See question 18 above)
[ ] Yes No [X]
If Yes,
(a) Describe the type and amount of each asset retained by the fund
as the date this form was filed?
(b) Why has the fund retained the remaining assets?
(c) Will the remaining assets be invested in securities?
[ ] Yes [ ] No
21. Does the fund have any outstanding debts (other than face-amount
certificates if the fund is a face-amount certificate company) or any
other liabilities?
[ ] Yes No [X]
If Yes,
(a) Describe the type and amount of each debt or other liability:
(b) How does the fund intend to pay those outstanding debts or other
liabilities?
IV. INFORMATION ABOUT EVENT(S) LEADING TO REQUEST FOR DEREGISTRATION
22. (a) List the expenses incurred in connection with the Merger or
Liquidation:
(i) Legal Expenses: $0
(ii) Accounting expenses: $0
(iii) Other expenses (list and identify separately):
(iv) Total expenses (sum of lines (i)-(iii) above): $0
(b) How were those expenses allocated? NOT APPLICABLE IN A LIQUIDATION
(c) Who paid those expenses? NOT APPLICABLE
(d) How did the fund pay for unamortized expenses (if any)? NOT
APPLICABLE
23. Has the fund previously filed an application for an order of the
Commission regarding the Merger or Liquidation?
[ ] Yes No [X]
If Yes, cite the release numbers of the Commission's notice and
order, or if no notice or order has been issued, the file number and
date the application was filed:
V. CONCLUSION OF FUND BUSINESS
24. Is the fund a party to any litigation or administrative proceeding?
[ ] Yes No [X]
If Yes, describe the nature of any ligation or proceeding and the
position taken by the fund in that litigation:
25. Is the fund now engaged, or intending to engage, in any business
activities other than those necessary for winding up its affairs?
[ ] Yes No [X]
If Yes, describe the nature and extent of those activities:
VI. MERGERS ONLY - NOT APPLICABLE
26. (a) State the name of the fund surviving the Merger:
(b) State the Investment Company Act file number of the fund
surviving the Merger: 811-_____
(c) If the merger or reorganization agreement has been filed with
the Commission, state the file number(s), form type used and
date the agreement was filed:
(d) If the merger or reorganization agreement has NOT been filed
with the Commission, provide a copy of the agreement as an
exhibit to this form.
VERIFICATION
The undersigned states that (i) he or she has executed this Form N-8F
application for an order under section 8(f) of the Investment Company Act
of 1940 on behalf of MANAGED SECURITIES PLUS FUND, INC.
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(Name of Fund)
(ii) he or she is the PRESIDENT of MANAGED SECURITIES PLUS FUND, INC. and
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(Title) (Name of Fund)
(iii) all actions by shareholders, directors, and any other body necessary
to authorize the undersigned to execute and file this Form N8-F application
have been taken. The undersigned also state that the facts set forth in
this Form N-8F application are true to the best of his or her knowledge,
information and belief.
(Signature)
/s/ Samuel Molinaro, Jr.
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Samuel Molinaro, Jr.
