UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-8F
Application pursuant to Section 8(f)
of the Investment Company Act of 1940 ("Act")
and Rule 8f-1 thereunder
for Order Declaring that Company
Has Ceased to be an Investment Company.
I. GENERAL IDENTIFYING INFORMATION
1. Reason fund is applying to deregister:
[X] Merger
[ ] Liquidation
[ ] Abandonment of Registration
[ ] Election of status as a Business Development Company
2. Name of fund:
Merrill Lynch Fund For Tomorrow, Inc.
3. Securities and Exchange Commission File No.:
811-3871
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
800 Scudders Mill Road
Plainsboro, NJ 08536-9011
6. Name, address and telephone number of individual the Commission staff
should contact with any questions regarding this form:
Byron H. Spivack, Esq.
Swidler Berlin Shereff Friedman, LLP
The Chrysler Building
405 Lexington Avenue
New York, NY 10174
Tel. (212) 973-0111
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:
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The records held in accordance with rules 31a-1 and 31a-2 are
kept by the Applicant and its transfer agent:
Applicant: Transfer Agent:
Merrill Lynch Fund
for Tomorrow, Inc. Financial Data Services, Inc.
800 Scudders Mill Road 4800 Deer Lake Drive East
Plainsboro, NJ 08536 Jacksonville, FL 32246-6484
Tel. (609) 282-2800 Tel. (904) 218-5000
8. Classification of fund:
[X] Management Company
[ ] Unit investment trust
[ ] Face-amount certificate company
9. Subclassification if the fund is a management company:
[X] Open-end [ ] Closed-end
10. State law under which the fund was organized or formed:
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 advisors have been terminated:
Investment Adviser:
Merrill Lynch Asset Management, L.P.
800 Scudders Mill Road
Plainsboro, NJ 08536
Sub-Adviser:
Merrill Lynch Asset Management U.K.
Milton Gate
1 Moor Lane
London EC2Y 9HA, England
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:
Merrill Lynch Funds Distributor, a division
of Princeton Funds Distributor, Inc. ("MLFD")
(formerly Merrill Lynch Funds Distributor, Inc.)
800 Scudders Mill Road
Plainsboro, NJ 08536
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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?
[ ] 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:
July 27, 1998.
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:
November 12, 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
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(a) If Yes, list the date(s) on which the fund made those distributions:
November 23, 1998 - Distribution of the shares which were received
from Merrill Lynch Fundamental Growth Fund, Inc.
("Fundamental Growth") in return for the sale of
all or substantially all of Applicant's assets.
November 18, 1998 - Payment of a dividend to shareholders to
distribute all remaining undistributed
investment company taxable income and net
capital gains, if any, not previously disbursed
to the shareholders.
(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:
Not applicable.
(e) Liquidations only: Not applicable.
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: Not Applicable.
Has the fund issued senior securities?
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?
(b) Describe the relationship of each remaining shareholder to
the fund:
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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?
[ ] 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?
[X] Yes [ ] No
If Yes,
(a) Describe the type and amount of each debt or other liability:
The Applicant incurred liabilities of $319,620.50 resulting from
its reorganization. A more detailed recitation appears in Item
22. To its knowledge, Applicant has no other debts or liabilities
outstanding as of the date of this application.
(b) How does the fund intend to pay these outstanding debts or other
liabilities?
All expenses of the Applicant incurred in connection with its
reorganization have been or will be borne by Fundamental Growth.
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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: $164,453.83
(ii) Accounting expenses: $28,000.00
(iii) Other expenses (list and
identify separately):
Printing: $41,054.00
Mailing: $86,112.67
(iv) Total expenses (sum of
lines (i) - (iii) above): $319,620.50
(b) How were those expenses allocated?
All expenses of the Applicant were borne by Fundamental Growth.
(c) Who paid those expenses?
All expenses of the Applicant were borne by Fundamental Growth.
(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 [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:
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VI. MERGERS ONLY
26. (a) State the name of the fund surviving the Merger:
Merrill Lynch Fundamental Growth Fund, Inc.
(b) State the Investment Company Act file number of the fund surviving
the Merger:
811-6669
(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:
Agreement and Plan of Reorganization filed as an exhibit to
Fundamental Growth's Registration Statement:
Form: N-14
File Nos.: 333-60019 and 811-6669
Filing Date: July 28, 1998
(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.
Not Applicable.
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 Merrill Lynch
Fund For Tomorrow, Inc.,
(ii) he is the Vice President and Treasurer of Merrill Lynch Fund For
Tomorrow, Inc., 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 knowledge, information and belief.
/s/ Donald C. Burke May 15, 2000
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Donald C. Burke Date
Vice President and Treasurer
[DRAFT NOTICE OF APPLICATION FOR DEREGISTRATION]
SECURITIES AND EXCHANGE COMMISSION
Release No. IC-________; 811-3871
Merrill Lynch Fund For Tomorrow, Inc.; Notice of Application for
Deregistration, May __ , 2000.
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Agency: Securities and Exchange Commission ("SEC" or "Commission").
Action: Notice of Application for Deregistration under Investment Company Act
of 1940, as amended (the "1940 Act").
Applicant: Merrill Lynch Fund For Tomorrow, Inc. ("Applicant").
Relevant Investment Company Act Section: Section 8(f).
Summary of Application: An application (the "Application") in which Applicant
seeks an order declaring that it has ceased to be an investment company under
the 1940 Act.
Filing Date: The application on Form N-8F was filed on May 15, 2000.
Hearing or Notification of Hearing: An order granting the application will be
issued unless the SEC orders a hearing. Interested persons may request a
hearing by writing to the SEC's Secretary and servicing Applicant with a copy
of the request, personally or by mail. Hearing requests should be received by
the SEC by 5:30 p.m. on May , 2000, and should be accompanied by proof of
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service on the Applicant, in the form of an affidavit or, for lawyers, a
certificate of service. Hearing requests should state the nature of the
writer's interest, the reason for the request, and the issue contested.
Persons who wish to be notified of a hearing may request notification by
writing to the SEC's secretary.
Addresses: Secretary, SEC, 450 Fifth Street, NW Washington, DC 20549.
Applicant, 800 Scudders Mill Road, Plainsboro, New Jersey 08536. For Further
Information Contact:
_________________________________.
Supplementary Information: Following is a summary of the Application; the
complete Application is available for a fee from the SEC's Public Reference
Branch.
Applicant's Representations:
1. Applicant is a Maryland corporation and is registered as an open-end
management investment company under the 1940 Act.
2. On July 27, 1998, the Board of Directors of the Applicant approved an
Agreement and Plan of Reorganization (the "Agreement") between the Applicant
and Merrill Lynch Fundamental Growth Fund, Inc. ("Fundamental Growth") (the
"Merger"). Subsequently, the Merger was approved by vote of the Applicant's
shareholders at a meeting of shareholders held on November 12, 1998.
3. In connection with the Merger, Fundamental Growth filed a Registration
Statement on Form N-14 (File Nos. 333-60019 and 811-6669) on July 28, 1998,
which contained the Agreement.
4. In connection with the Merger, Applicant distributed the shares which were
received from Fundamental Growth in return for the sale of all or
substantially all of Applicant's assets.
5. As of the date of the Application, Applicant has no shareholders, assets
or liabilities other than expenses incurred in connection with its
deregistration and dissolution, as described in the Application.
6. Applicant is not a party to any litigation or administrative proceeding.
Applicant is not presently engaged in, nor does it propose to engage in, any
business activities other than those necessary for the winding-up of its
affairs.
For the Commission, by the Division of Investment Management, pursuant to
delegated authority.
Jonathan G. Katz
Secretary
