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United States Securities and
Exchange Commission
Form N-8F
I. GENERAL IDENTIFYING INFORMATION
1. [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 this form.)
2. Name of fund: AMERICAN DIVERSIFIED FUNDS, INC.
3. Securities and Exchange Commission File No.: 811-03434
4. Is this an initial Form N-8F or an amendment to a previously filed
Form N-8F?
[ ] Initial Application [X] Amendment
5. Address of Principal Executive Office (include No. & Street, City,
State, Zip Code):
C/O ORBITEX GROUP OF FUNDS, 410 PARK AVENUE, NEW YORK, NEW YORK 10022
6. Name, address and telephone number of individual the Commission staff
should contact with any questions regarding this form:
THOMAS R. WESTLE, ESQ.
SPITZER & FELDMAN P.C.
405 PARK AVENUE
NEW YORK, NEW YORK 10022
212-888-6680
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United States Securities and
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Form N-8F
7. Name, address and telephone 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]:
ALL ACCOUNTS AND RECORDS REQUIRED TO BE MAINTAINED BY SECTION
31(a) OF THE INVESTMENT COMPANY ACT OF 1940 AND RULES 31a-1
THROUGH 31A-3 PROMULGATED THEREUNDER ARE MAINTAINED AT THE
FOLLOWING LOCATIONS:
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RECORDS RELATING TO: ARE LOCATED AT:
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(1) REGISTRANT'S FUND ACCOUNTING AMERICAN DATA SERVICES, INC.
SERVICING AGENT, ADMINISTRATOR AND THE HAUPPAUGE CORPORATE CENTER
TRANSFER AGENT 150 MOTOR PARKWAY
HAUPPAUGE, NEW YORK 11788
(2) REGISTRANT'S INVESTMENT ADVISER AND ORBITEX MANAGEMENT, INC.
SUB-ADVISER 410 PARK AVENUE
NEW YORK, NEW YORK 10022
(3) REGISTRANT'S CUSTODIAN THE CHASE MANHATTAN BANK
ONE METRO TECH CENTER
BROOKLYN, NEW YORK 11245
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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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United States Securities and
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Form N-8F
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 sub-advisers) during the last five years, even if the fund's
contracts with those advisers have been terminated:
1. ORBITEX MANAGEMENT, INC. (CURRENT ADVISER TO SURVIVING FUND)
410 PARK AVENUE
NEW YORK, NEW YORK 11788
2. AMERICAN DIVERSIFIED ASSET MANAGEMENT, INC. (FORMER ADVISER)
12100 WILSHIRE BOULEVARD
LOS ANGELES, CA 90025
3. LADAS & HULINGS, INC. - (FORMER SUB-ADVISER)
8655 E. VIA DE VENTURA, SUITE G-200
SCOTTSDALE, ARIZONA 85258
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:
AMERICAN DIVERSIFIED ASSET MANAGEMENT, INC.
12100 WILSHIRE BOULEVARD
LOS ANGELES, CA 90025
13. If the fund is a unit investment trust ("UIT") provide:
(a) Depositor's name(s) and address(es): N/A
(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
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United States Securities and
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Form N-8F
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: MAY 4,
1999
(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: SEPTEMBER 10, 1999
If No, please explain:
II. DISTRIBUTION TO SHAREHOLDERS
16. Has the fund distributed any assets to its shareholder in connection
with the Merger or Liquidation?
[X] Yes [ ] No
(a) If Yes, list the date(s) on which the fund made those distributions:
SEPTEMBER 17, 1999
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United States Securities and
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(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 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:
PURSUANT TO AN AGREEMENT AND PLAN OF REORGANIZATION (THE "PLAN") DATED
AS OF JULY 8, 1999, AN EXHIBIT TO THE PROXY STATEMENT ON SCHEDULE 14A
(THE "PLAN") FILED VIA EDGAR WITH THE SECURITIES AND EXCHANGE
COMMISSION ON AUGUST 19, 1999, THE FUND WAS MERGED WITH AND INTO THE
ORBITEX GROWTH FUND ("OGF"), A SEPARATE SERIES OF THE ORBITEX GROUP OF
FUNDS, A BUSINESS TRUST ORGANIZED UNDER THE LAWS OF THE STATE OF
DELAWARE. PURSUANT TO THE TERMS OF THE PLAN APPROVED BY THE BOARD OF
DIRECTORS OF THE FUND ON MAY 4, 1999 AND BY THE SHAREHOLDERS OF THE
FUND ON SEPTEMBER 10, 1999, EACH OUTSTANDING SHARE OF THE FUND'S
COMMON STOCK (INCLUDING FRACTIONAL SHARES) WAS CONVERTED INTO A
PROPORTIONATE NUMBER OF NO PAR VALUE CLASS A SHARES (OR FRACTIONS
THEREOF) OF BENEFICIAL INTEREST OF OGF, BASED ON THE RELATIVE NET
ASSET VALUES PER SHARE OF EACH OF THE FUND AND OGF AS OF THE EFFECTIVE
DATE OF THE MERGER. ACCORDINGLY, SHAREHOLDERS OF SHARES OF THE FUND'S
COMMON STOCK (INCLUDING FRACTIONAL SHARES) PRIOR TO THE MERGER
RECEIVED A PROPORTIONATE NUMBER OF OGF SHARES OF BENEFICIAL INTEREST
(OR FRACTION THEREOF) AFTER THE MERGER BASED ON THE RELATIVE NET ASSET
VALUES PER SHARE OF EACH OF THE FUND AND OGF AS OF THE CLOSING DATE OF
THE MERGER. IMMEDIATELY AFTER SUCH DISTRIBUTION, THE DOLLAR VALUE OF
EACH OF THE FUND'S SHAREHOLDER'S ACCOUNT WITH OGF WAS EXACTLY THE SAME
AS THE DOLLAR VALUE OF THE SHAREHOLDER'S ACCOUNT WITH THE FUND
IMMEDIATELY PRIOR TO THE MERGER.
(e) Liquidations only: N/A
Were any distributions to shareholders made in kind?
[ ] Yes [ ] No
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United States Securities and
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If Yes, indicate the percentage of fund shares owned by
affiliates, or any other affiliation of shareholders:
17. Closed-end funds only: N/A
Has the fund issued senior securities?
[ ] Yes [ ] 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? 0
(b) Describe the relationship of each remaining shareholder to the
fund: N/A
19. Are there any shareholders who have not yet received distribution 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?
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United States Securities and
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[ ] Yes [X] No
If Yes,
(a) Describe the type and amount of each asset retained by the fund as
of the date ths 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: $36,662.54
(ii) Accounting expenses:
(iii) Other expenses (list and identify separately):
(iv) Total expenses (sum of lines (i)-(iii) above):
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United States Securities and
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(b) How were those expenses allocated?
(c) Who paid those expenses? ORBITEX MANAGEMENT, INC.
(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:
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: ORBITEX GROWTH
FUND, A SERIES OF
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United States Securities and
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Form N-8F
THE ORBITEX GROUP OF FUNDS, A DELAWARE BUSINESS TRUST.
(b) State the Investment Company Act file number of the fund surviving
the Merger: 811-8037
(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:
THE PLAN OF REORGANIZATION WAS FILED AS AN EXHIBIT TO THAT CERTAIN
PROXY STATEMENT DATED AUGUST 19, 1999 AND FILED WITH SECURITIES
AND EXCHANGE COMMISSION ON AUGUST 19, 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.
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United States Securities and
Exchange Commission
Form N-8F
VERIFICATION
The undersigned states that (i) he has executed this Amendment to the
Form N-8F application initially filed with the Securities and Exchange
Commission on August 28, 2000 (File No. 811-3434) for an order under Section
8(f) of the Investment Company Act of 1940 on behalf of AMERICAN DIVERSIFIED
FUNDS, INC., (ii) he is the VICE PRESIDENT of ORBITEX GROUP OF FUNDS (THE
SURVIVING FUND INTO WHICH THE FUND WAS MERGED), and (iii) all actions by
shareholders, directors, and any other body necessary to authorize the
undersigned to execute and file this Amendment to the Form N-8F application have
been taken. The undersigned also states that the facts set forth in this
Amendment to the Form N-8F application are true to the best of his knowledge,
information and belief.
ORBITEX GROUP OF FUNDS FOR AMERICAN
DIVERSIFIED FUNDS, INC.
By: /S/ M. Fyzul Khan
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M. Fyzul Khan
Vice President
Date: OCTOBER 2, 2000
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