UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-8F
APPLICATION FOR DEREGISTRATION
PURSUANT TO SECTION 8(f)
OF THE INVESTMENT COMPANY ACT OF 1940 ("ACT")
AND RULE 8f-1 THEREUNDER
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 question 1 through
10 of this form and complete verification at the end of the
form.)
2. Name of Fund:
Evergreen Small Company Growth Fund (formerly Keystone Small Company Growth
Fund (S-4))
3. Securities and Exchange Commission File No.:
811- 101
4. Is this an initial Form N-8F or an amendment to a previously filed Form
N-8F?
[X] Initial Application [ ] Amendment
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5. Address of Principal Executive Office (include No. & Street, City, State,
Zip Code):
200 Berkeley Street
Boston, MA 02116
6. Name, address and telephone number of individual the Commission staff
should contact with any questions regarding this form:
Stacy H. Ostrowski, Esq.
Sullivan & Worcester LLP
1025 Connecticut Avenue, N.W., Suite 1000
Washington, DC 20036
(202) 775-1204
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]:
Trust Agreements, Bylaws and Minute Books:
-----------------------------------------
Maureen E. Towle, Esq.
Evergreen Funds
200 Berkeley Street
Boston, MA 02116
(617) 210-3682
Other Fund Records:
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Ms. Carol Kosel
Evergreen Funds
200 Berkeley Street
Boston, MA 02116
(617) 210-3231
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):
[X] Open-end [ ] Closed-end
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10. State law under which the fund was organized or formed (e.g., Delaware,
Massachusetts):
Pennsylvania (common-law trust)
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:
Keystone Investment Management Company
(now Evergreen Investment Management Company)
200 Berkeley Street
Boston, MA 02116
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:
Evergreen Keystone Distributor, Inc. (now Evergreen Distributor, Inc.)
("EKD") 90 Park Avenue New York, NY 10016
EKD replaced Evergreen Keystone Investment Services, Inc. (formerly Keystone
Investment Distributors Company), the Fund's original distributor. Evergreen
Keystone Investment Services, Inc. was located at 200 Berkeley Street, Boston,
Massachusetts 02116-5034.
13. If the fund is a unit investment trust ("UIT") provide:
(a) Depositor's name(s) and address(es):
Not Applicable.
(b) Trustee's name(s) and address(es):
Not Applicable.
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):
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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:
September 17, 1997
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:
January 6, 1998
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
Pursuant to an Agreement and Plan of Reorganization dated as of
September 30, 1997 (the "Plan"), Applicant transferred all of its
assets to Evergreen Small Company Growth Fund (the "Acquiring Fund") as
of the commencement of business on January 24, 1998 (the "Closing
Date") in exchange for shares of beneficial interest of the Acquiring
Fund, $.001 par value per share, and the assumption of certain
identified liabilities of Applicant by the Acquiring Fund. Applicant
received Acquiring Fund shares having an aggregate net asset value
equal to the aggregate net asset value of the class of shares held by
each shareholder of Applicant as of the close of business on January
23, 1998. Applicant then liquidated and distributed to its shareholders
of record pro rata the full and fractional shares of the Acquiring Fund
received by Applicant in
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the reorganization, and all issued and outstanding shares of Applicant were
canceled on Applicant's books.
At or prior to the Closing Date, Applicant declared a dividend(s) or
distribution(s) which, together with all previous dividends and
distributions, had the effect of distributing to Applicant's
shareholders (in shares of the Fund, or in cash, as the shareholder had
elected) all of Applicant's investment company taxable income for the
taxable period ending on the Closing Date (computed without regard to
any deduction for dividends paid) and all of its net capital gains
realized in all taxable periods ending on the Closing Date (after
reductions for any capital loss carryforward).
(a) If Yes, list the date(s) on which the fund made those distributions:
On or about January 24, 1998
(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 approximately 1.00 Class B share of the
Acquiring Fund issued for each share of Applicant.
Shareholders of Applicant received the number of shares of the
Acquiring Fund determined by multiplying the outstanding class
of shares of Applicant by a factor which was computed by
dividing the net asset value per share of the respective class
of Applicant by the net asset value per share of the
respective class of the Acquiring Fund. The computations took
place as of the business day immediately prior to the Closing
Date. The net asset value per share of each class was
determined by dividing assets, less liabilities, in each case
attributable to the respective class, by the total number of
outstanding shares.
(e) Liquidations only:
Were any distributions to shareholders made in kind?
[ ] Yes [ ] No
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Not Applicable.
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
Not Applicable.
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
As described above, all of Applicant's assets were acquired by the
Acquiring Fund in exchange for shares of the Acquiring Fund and the
assumption by the Acquiring Fund of certain identified liabilities of
Applicant.
If No,
(a) How many shareholders does the fund have as of the date this form is
filed?
Not Applicable.
(b) Describe the relationship of each remaining shareholder to the
fund:
Not Applicable.
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
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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:
The aggregate expenses of entering into and carrying out the
provisions of the Plan included the costs of preparing,
printing and mailing the prospectus/proxy statement furnished
in connection with a Special Meeting of Shareholders of
Applicant, legal and accounting fees relating thereto and to
the creation and implementation of the Plan, the cost of a
proxy soliciting agent, and the cost of retention by
Applicant's Trustees of their ability to make claims under
their existing directors and officers insurance policy for a
period of three years following consummation of the
reorganization. First Union National Bank, the parent of the
investment adviser to Applicant, bore all expenses incurred by
Applicant in connection with the reorganization; such costs
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(which were not broken down on a per-merger basis) were
allocated as a marketing expense. First Union National Bank
will also bear any additional costs incurred in connection
with the filing of this application.
(i) Legal expenses:
Not separately broken down.
(ii) Accounting expenses:
Not separately broken down.
(iii) Other expenses (list and identify separately):
Not separately broken down.
(iv) Total expenses (sum of lines (i) - (iii) above):
Not separately broken down.
(b) How were those expenses allocated?
Not allocated on a per-merger basis.
(c) Who paid those expenses?
First Union National Bank
(d) How did the fund pay for unamortized expenses (if any)?
There were no unamortized expenses.
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:
V. Conclusion of Fund Business
24. Is the fund a party to any litigation or administrative proceeding?
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[ ] 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:
Evergreen Small Company Growth Fund. The Acquiring Fund was a
newly created series of Evergreen Equity Trust, a Delaware
business trust and open-end management investment company.
The reorganization was part of an overall plan to convert the
Evergreen Keystone funds into series of Delaware business
trusts, to simplify and make consistent various investment
restrictions and policies, and to obtain the advantages of
Delaware law. The reorganization occurred in conjunction with
a similar reorganization involving the transfer of assets to
the Acquiring Fund by Evergreen Small Company Growth Fund II
(formerly named Keystone Small Company Growth Fund II), a
Massachusetts business trust, in exchange for shares of the
Acquiring Fund. A separate Form N-8F has been filed regarding
that transaction.
(b) State the Investment Company Act file number of the fund
surviving the Merger:
811-8413
(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 No. 333-37613
N14AE24 filed on October 10, 1997; 485BPOS filed on November
12, 1997; and 497 filed on November 13, 1997
(d) If the merger or reorganization agreement has not been filed with the
Commission, provide a copy of the agreement as an exhibit to
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this form.
Not Applicable.
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VERIFICATION
The undersigned states that (i) 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 Evergreen Small Company Growth Fund (formerly Keystone Small
Company Growth Fund (S-4)), (ii) she is a duly authorized officer of such
company, 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 her knowledge,
information and belief.
/s/Maureen E. Towle
Signature
Maureen E. Towle
