I. General Identifying Information
1. Reason fund is applying to deregister:
[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:
THE BERWYN FUND, INC.
3. Securities and Exchange Commission File No.:
811-3890
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:
1189 Lancaster Avenue, Berwyn, PA 19312
6. Name, address and telephone number of individual the Commission
staff should contact with any questions regarding this form:
Kevin M. Ryan 1189 Lancaster Avenue, Berwyn, PA 19312 (610)
296-7222, Extension 30.
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 for the periods specified
in those rules:
Same as above.
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:
[x] Open-end [ ] Closed-end
10. State law under which the fund was organized or formed:
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 Killen Group, Inc., 1189 Lancaster Avenue, Berwyn, PA 19312
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:
The Fund did not have a contract providing for any person to
serve generally as a principal underwriter for the Fund. Berwyn
Financial Services Corp. ("BFS"), a broker-dealer registered with
the SEC and a member of the NASD, served as distributor of the
Fund's shares, pursuant to a selling agreement which became
effective on July 25, 1994 (the "Selling Agreement"). Under the
Selling Agreement, BFS served as the non- exclusive agent in
certain jurisdictions for the Fund's continuous offering of
shares. Shares of the Fund were offered to the public at net
asset value, without the imposition of a sales load. The
jurisdictions in which BFS served as the distributor were
Arizona, Arkansas, Florida, Maryland, North Dakota, Nebraska,
Texas, Vermont and West Virginia.
Address: Berwyn Financial Services Corp.
1189 Lancaster Avenue
Berwyn, PA 19312
13. If the fund is a unit investment trust ("UIT") provide:
(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?
[ ] Yes [x] No
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:
January 21, 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:
March 26, 1999
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:
May 3, 1999
(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:
Where 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;
18. Has the fund distributed all of its assets to the fund's
shareholders?
[x] Yes [ ] No
To accomplish the Reorganization of the fund into a series of a new
Delaware business trust (the "New Series"), the Plan of Reorganization
(the "Plan") provided that the fund would transfer all of its assets
and liabilities to the New Series. The New Fund established an account
for each shareholder of the fund and credited to that account the exact
number of full and fractional shares of the New Series that such
shareholder previously held in the Fund on the effective date of the
Reorganization. Each shareholder retained the right to any declared
but undistributed dividends or other distributions payable on the
shares of the Fund that he or she owned as of the effective date of the
Reorganization. On the date of the Reorganization, the net asset value
per share of the Fund will be the same as the net asset value per share
of the New Series. The New Series assumed all liabilities and
obligations of the Fund. As soon as practicable after the effective
date of the Reorganization, the Fund was dissolved and its existence
terminated.
On the effective date of the Reorganization, each certificate
representing shares of the fund represented an identical number of
shares of the New Series. Shareholders exchanged their certificates of
the fund for certificates of the New Series of the New Fund.
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?
[ ] Yes [x] No
If Yes, describe briefly the plans 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?
[ ] 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 expense incurred in connection with the Merger or
Liquidation:
(i) Legal expenses: $75,000.00
(ii) Accounting expenses:
(iii) Other expenses:
(iv) Total expenses (sum of lines (i)-(iii) above):
$75,000.00
(b) How were those expenses allocated?
On the basis of the net assets of the two merged funds
prior to the merger.
(c) Who paid those expenses?
The two portfolio series of the Trust that resulted from
the merger.
(d) How did the fund pay for unamortized expenses (if any)?
There were no unamortized expense.
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 Commissions' 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
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:
26. (a) State the name of the fund surviving the Merger:
The Berwyn Funds
(b) State the Investment Company Act file number of the fund
surviving the Merger:
811-4963
(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 & Plan of Reorganization filed under File Nos.
2-888605 and 811-3890 with Schedule 14A preliminary proxy
statement on 2/12/99.
(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 THE BERWYN FUND, INC., (ii) he is the SECRETARY of THE
BERWYN FUND, INC., and (III) all actions by shareholders, directors, and any
other bond 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/ Kevin M. Ryan
Kevin M. Ryan
