<PAGE>
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 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: DAVIS TAX-FREE HIGH INCOME FUND, INC.
3. Securities and Exchange Commission File No.: 811-3270
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):
2949 EAST ELVIRA ROAD, SUITE 101, TUCSON, ARIZONA 85706
6. Name, address and telephone number of individual the Commission staff
should contact with any questions regarding this form:
THOMAS TAYS, DAVIS SELECTED ADVISERS, L.P. 2949 EAST ELVIRA ROAD, SUITE
101, TUCSON, ARIZONA 85706, (520)434-3771
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 [17 CFR 270.31a-1, .31a-2]:
DAVIS SELECTED ADVISERS, L.P. 2949 EAST ELVIRA ROAD, SUITE 101, TUCSON,
ARIZONA 85706, (520)434-3771
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;
<PAGE>
[ ] Unit investment trust; or
[ ] Face-amount certificate company.
9. Subclassification if the fund is a management company (check only one):
[X] Open-end [ ] Closed-end
10. State law under which the fund was organized or formed (e.g., Delaware,
Massachusetts):
MARYLAND
11. Provide the name and address of each investment adviser of the fund
(including subadvisers) during the last five years, even if the fund's
contracts with those advisers have been terminated:
DAVIS SELECTED ADVISERS, L.P. 2949 EAST ELVIRA ROAD, SUITE 101, TUCSON,
ARIZONA 85706
DAVIS SELECTED ADVISERS-NY, INC. 609 FIFTH AVENUE, NEW YORK, NY 10017
STAMPER CAPITAL & INVESTMENTS, INC.1011-A 41ST AVENUE, SANTA CRUZ, CA 95062
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:
DAVIS DISTRIBUTORS, LLC, 2949 EAST ELVIRA ROAD, SUITE 101, TUCSON, AZ 85706
DAVIS SELECTED ADVISERS, L.P. 2949 EAST ELVIRA ROAD, SUITE 101, TUCSON,
ARIZONA 85706
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 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:
<PAGE>
ON DECEMBER 7, 1999, THE BOARD OF TRUSTEES OF APPLICANT APPROVED A PLAN OF
REORGANIZATION.
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:
ON MARCH 17, 2000, THE SHAREHOLDERS OF THE APPLICANT APPROVED THE PLAN OF
REORGANIZATION.
If No, explain:
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:
MARCH 17, 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:
THE EXCHANGE RATIO WAS 1:1. CALCULATED BASED UPON RELATIVE NET ASSET VALUE
PER SHARE
(e) Liquidations only:
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 [ ] No
If Yes, describe the method of calculating payments to senior
securityholders and distributions to other shareholders:
<PAGE>
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?
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:
$32,500
(ii) Accounting expenses:
$10,000.00
<PAGE>
(iii) Other expenses (list and identify separately):
PRINTING - $12,200
MAILING - $23,300
PROXY SOLICITATION - $25,400
TRANFER AGENT RE-REGISTRATION - $78,000
(iv) Total expenses (sum of lines (i)-(iii) above):
$181,400.00
(b) How were those expenses allocated?
THE EXPENSES INCURRED IN THE REORGANIZATION WERE BORNE BY THE ADVISERS OF
THE REGISTRANT AND THE AQUIRING FUND, DAVIS SELECTED ADVISERS, INC. AND
EVERGREEN INVESTMENT MANAGEMENT COMPANY, PUSUANT TO A WRITTEN AGREEMENT.
(c) Who paid those expenses?
THE EXPENSES INCURRED IN THE REORGANIZATION WERE BORNE BY THE ADVISERS OF
THE REGISTRANT AND THE AQUIRING FUND, DAVIS SELECTED ADVISERS, INC. AND
EVERGREEN INVESTMENT MANAGEMENT COMPANY, PUSUANT TO A WRITTEN AGREEMENT.
(d) How did the fund pay for unamortized expenses (if any)?
NONE.
23. Has the fund previously filed an application for an order of the Commission
regarding the Merger or Liquidations?
[ ] 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:
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
<PAGE>
26. (a) State the name of the fund surviving the Merger:
EVERGREEN TAX-FREE HIGH INCOME FUND, A SERIES OF EVERGREEN MUNICIPAL TRUST.
(b) State the Investment Company Act file number of the fund surviving the
Merger:
FILE NO.: 811-08367
(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:
FILE NUMBER: 333-93049
FORM TYPE: N-14A
DATE FILED: DECEMBER 17, 1999
(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 DAVIS TAX-FREE HIGH INCOME FUND, INC. (ii) he or she is the
VICE PRESIDENT of DAVIS TAX-FREE HIGH INCOME FUND, INC. and (iii) all actions by
shareholders, trustees, 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.
(Signature)
/s/ THOMAS TAYS
-----------------------------
THOMAS TAYS
VICE PRESIDENT AND SECRETARY
