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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form N-8A
NOTIFICATION OF REGISTRATION FILED PURSUANT TO SECTION 8(a)
OF THE INVESTMENT COMPANY ACT OF 1940
The undersigned investment company hereby notifies the Securities and
Exchange Commission that it registers under and pursuant to the provisions of
Section 8(a) of the Investment Company Act of 1940 and in connection with such
notification of registration submits the following information:
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Name: Edwards Capital Corp.
Address of Principal Business Office (No. & Street, City, State, Zip Code):
205 East 42nd Street, Suite 2020
New York, NY 10017
Telephone Number (including area code): (212) 682-3300
Name and address of agent for service of process:
Andrew Murstein
205 East 42nd Street, Suite 2020
New York, NY 10017
Check Appropriate Box:
Registrant is filing a Registration Statement pursuant to Section 8(b) of
the Investment Company Act of 1940 concurrently with the filing of form N-8A:
YES [_] NO [X]
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Item 1. Exact name of registrant.
Edwards Capital Corp.
Item 2. Name of state under the laws of which registrant was organized or
created and the date of such organization or creation.
Registrant was organized on May 17, 1996 under the laws of the
State of Delaware.
Item 3. Form of organization of registrant.
corporation
Item 4. Classification of registrant.
management company
Item 5. If registrant is a management company:
(a) state whether registrant is a "closed-end" company or an "open-
end" company;
closed-end;
(b) state whether registrant is registering as a "diversified"
company or a "non-diversified" company.
non-diversified company
Item 6. Name and address of each investment adviser of registrant.
Registrant does not have an investment adviser.
Item 7. If registrant is an investment company having a board of directors,
state the name and address of each officer and director of registrant.
Alvin Murstein, Director
205 East 42nd Street, Suite 2020
New York, NY 10017
Andrew Murstein, President, Treasurer and Director
205 East 42nd Street, Suite 2020
New York, NY 10017
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Steven N. Farber, Secretary
Palmer & Dodge
One Beacon Street
Boston, MA 02108
Item 8. If registrant is an unincorporated investment company not having a
board of directors:
(a) state the name and address of each sponsor of registrant;
not applicable;
(b) state the name and address of each officer and director of each
sponsor of registrant;
not applicable;
(c) state the name and address of each trustee and each custodian of
registrant.
not applicable
Item 9. (a) State whether registrant is currently issuing and offering its
securities directly to the public.
no
(b) If registrant is currently issuing and offering its securities to
the public through an underwriter, state the name and address of
such underwriter.
not applicable
(c) If the answer to Item 9(a) is "no" and the answer to Item 9(b) is
"not applicable," state whether registrant presently proposes to
make a public offering of its securities.
no
(d) State whether registrant has any securities currently issued and
outstanding.
yes.
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(e) If the answer to Item 9(d) is "yes," state as of a date not to
exceed ten days prior to the filing of this notification of
registration the number of beneficial owners of registrant's
outstanding securities (other than short-term paper) and the name
of any company owning 10 percent or more of registrant's
outstanding voting securities.
As of May 17, 1996, Medallion Financial Corp. beneficially owned
all of registrant's outstanding securities.
Item 10. State the current value of registrant's total assets.
$100
Item 11. State whether registrant has applied or intends to apply for a license
to operate as a small business investment company under the Small
Business Investment Act of 1958.
The registrant intends to be the transferee of an existing
license to operate as a small business investment company under
the Small Business Investment Act of 1958.
Item 12. Attach as an exhibit a copy of the registrant's last regular periodic
report to its security holders, if any.
not applicable
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has caused this notification of registration to be duly signed on its
behalf in the City of Boston and The Commonwealth of Massachusetts on the 17th
day of May, 1996.
EDWARDS CAPITAL CORP.
By: /s/ Steven N. Farber
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Steven N. Farber, Secretary
Attest:
/s/ Stephen C. McEvoy
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Notary Public
My commission Expires: October 6, 2000
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