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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-8F
Application for Deregistration of Certain Registered Investment Companies.
Instructions for using Form N- 8F
This form may be filed by an investment company ("fund") that is currently
registered with the Securities and Exchange Commission under the Investment
Company Act of 1940 ("Act"), is seeking to deregister, and is in one of the four
categories in Instruction 1 below.
1. To use this form, the fund must be seeking to deregister under one of
the following circumstances identified in rule 8f-1 [17 CFR 270.8f-1]:
(a) The fund has (i) sold substantially all of its assets to another
registered fund or (ii) merged into or consolidated with another
registered fund ("Merger");
(b) The fund has distributed substantially all of its assets to its
shareholders and has completed, or is in the process of, winding up
its affairs ("Liquidation");
(c) The fund qualifies for an exclusion from the definition of "investment
company" under section 3(c)(1) or section 3(c)(7) of the Act
("Abandonment of Registration"); or
(d) The fund has become a business development company ("Business
Development Company").
2. If the fund is not eligible to use this form, refer to rule 0-2 under
the Act [I 7 CFR 270.0-2] for general instructions on filing an
application with the Commission. Applications for deregistration
pursuant to rule 0-2 must be submitted electronically in
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accordance with rule 101(a)(l)(iv) of Regulation S-T [ 17
CFR 232.101(a)(1)(iv)] and the EDGAR Filer Manual.
3. This form and all exhibits must be submitted electronically to the
Commission in accordance with rule 101(a)(1)(iv) of Regulation S-T [17
CFR 232.101(a)(1)(iv)] and the EDGAR Filer Manual.
4. Amendments to this form also must be filed electronically (see
Instruction 3 above), and must include a verification identical to the
one that appears at the end of this form.
5. No fee is required to submit this form or any amendments.
6. Funds are reminded of the requirement to timely file a final Form N-SAR
with the Commission. See rule 30bl-1 under the Act [17 CFR 270.30bl-l];
Form N-SAR [17 CFR 274.101].
SEC's Collection of Information
An agency may not conduct or sponsor, and a person is not required to respond
to, a collection of information unless it displays a currently valid OMB control
number. A fund that wishes to deregister and is in one of the four categories in
Instruction I may use this form. The principal purpose of this collection of
information is to enable the Commission to determine that a registered
investment company has ceased to be an investment company as defined by the Act
or is a business development company. The Commission estimates that the burden
for completing this form will be approximately 3 hours per filing. Any member of
the public may direct to the Commission any comments concerning the accuracy of
the burden estimate of this form, and any suggestions for reducing this burden.
This collection of information has been reviewed by the Office of Management and
Budget in accordance with the clearance requirements of 44 U.S.C. ss. 3507.
Responses to this collection of information will not be kept confidential.
TEXT OF THE FORM BEGINS ON THE NEXT PAGE
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I. General Identifying Information
1. Reason fund is applying to deregister (check only one; for descriptions,
see Instruction 1 above):
[x] Merger
[ ] 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: Shepmyers Investment Company
3. Securities and Exchange Commission File No: 811-2798
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):
Shepmyers Investment Company, P.O. Box 339, Route 194 South,
Hanover, Pennsylvania 17331.
6. Name, address and telephone number of individual the Commission staff
should contact with any questions regarding this form: W. Bruce McConnel,
Esq., Drinker Biddle & Reath LLP, One Logan Square, 18th and
Cherry Streets, Philadelphia, Pennsylvania 19103-6996 (215) 988-2817.
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, .3 la-2]:
(1) Raymond J. Keefe, CPA, 6 St. Albans Avenue, Newtown Square,
Pennsylvania 19073 (610) 353-5995 (records relating to fund
accounting).
(2) Drinker Biddle & Reath LLP, One Logan Square, 18th and
Cherry Streets, Philadelphia, PA 19103-6996,
(215) 988-2700 (Registrant's Articles of Incorporation,
By-Laws and Minute Books).
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(3) Investors Trust Company, 2201 Ridgewood Road, #180,
Wyomissing, Pennsylvania 19610 (800) 826-5534
(records relating to its duties as custodian and
transfer agent).
(4) The Rittenhouse Trust Company, Three Radnor Corporate
Center, Suite 450, Radnor, Pennsylvania 19087-4546
(610) 995-8700 (records relating to its duties as
investment adviser).
NOTE: Once deregistered, a fund is still required to maintain and
preserve the records described in rules 3la-1 and 32a-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):
Pennsylvania
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:
The Rittenhouse Trust Company (investment adviser)
Three Radnor Corporate Center
Suite 450
Radnor, Pennsylvania 19087-4546
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:
N/A. Shepmyers Investment Company has not used an underwriter
during the last five years.
13. If the fund is a unit investment trust ("UIT") provide:
N/A
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(a) Depositor's name(s) and address(es):
(b) Trustee's name(s) and address(es):
14. Is there a UIT registered under the Act that served as a vehicle for
investment in the fund (e.g., an insurance company separate account)?
[ ] Yes [x] No
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: October 11, 1999 and January 21, 2000.
If No, explain:
(b) Did the fund obtain approval from the shareholders concerning
the decision to engage in a Merger, Liquidation or Abandonment
of Registration?
[x] Yes [ ] No
If Yes, state the date on which the shareholder vote took place:
April 18, 2000
If No, explain:
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II. Distributions 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:
April 20, 2000.
(b) Were the distributions made on the basis of net assets?
[x] Yes [ ] No
(c) Were the distributions made pro rata based on share ownership?
[x] Yes [ ] No
(d) If No to (b) or (c) above, describe the method of distributions to
shareholders. For Mergers, provide the exchange ratio(s) used and
explain how it was calculated:
(e) Liquidations only: N/A
Were any distributions to shareholders made in kind?
[ ] Yes [ ] No
If Yes, indicate the percentage of fund shares owned by
affiliates, or any other affiliation of shareholders:
17. Closed-end funds only:
Has the fund issued senior securities:
[ ] Yes [X] No
If Yes, describe the method of calculating payments to senior
securityholders and distributions to other shareholders:
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?
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(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 [X] No
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 [X] No
If Yes,
(a) Describe the type and amount of each asset retained by the fund as
of the date this form is 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 [X] No
If Yes,
(a) Describe the type and amount of each debt or other liability:
(b) How does the fund intend to pay these 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: $103,265
(ii) Accounting expenses: $6,500
(iii) Other expenses (list and identify separately): $13,815 (See
Attachment A)
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(iv) Total expenses (sum of lines (i)-(iii) above): $123,580
(b) How were those expenses allocated? Shepmyers Investment Company paid
all of its expenses in connection with the Merger so there is no
allocation.
(c) Who paid those expenses? Shepmyers Investment Company bore its
expenses in connection with the reorganization.
(d) How did the fund pay for unamortized expenses (if any)? N/A.
23. Has the fund previously filed an application for an order of the
Commission regarding the Merger or Liquidation?
[ ] Yes [X] No
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:
N/A
V. Conclusion of Fund Business
24. Is the fund a party to any litigation or administrative proceeding?
[ ] Yes [X] No
If Yes, describe the nature of any litigation 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 [X] No
If Yes, describe the nature and extent of those activities:
VI. Mergers Only
26. (a) State the name of the fund surviving the Merger:
The National Portfolio of Smith Barney Muni Funds
(b) State the Investment Company Act file number of the fund surviving the
Merger:
811-4395.
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(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: Smith Barney Muni Funds, File No. 333-31286
Form N-14 (Filed February 28, 2000).
(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 has executed this Form N-8F application
for an order under section 8(f) of the Investment Company Act of 1940 on behalf
of Shepmyers Investment Company, (ii) he is the Secretary of Shepmyers
Investment Company and (iii) all actions by shareholders, directors, and any
other body necessary to authorize the undersigned to execute and file this Form
N-8F application have been taken. The undersigned also states that the facts set
forth in this Form N-8F application are true to the best of his or her
knowledge, information and belief.
/s/ W. Bruce McConnel
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W. Bruce McConnel
Secretary
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ATTACHMENT A
Question No. 22(a)(iii) - Other Expenses
Description Projected Budget for Merger
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Investors Trust Company $ 5,000
PFPC Proxy Services 2,865
RR Donnelley Financial 5,000
ADP 500
Depository Trust Company 450
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$13,815
