As filed with the Securities and Exchange Commission on January 17, 2001
FORM N-8F
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Application Pursuant to Section 8(f) of the
Investment Company Act of 1940 ("Act")
and Rule 8f-1 Thereunder for Order Declaring
that a Registered Investment Company has Ceased
to be an Investment Company under the Act
MORGAN KEEGAN SOUTHERN CAPITAL FUND, INC.
(Name of Applicant)
File No.: 811-04658
(Securities and Exchange Commission File Number)
50 Front Street
Memphis, Tennessee 38103
(Address of Principal Executive Office)
Copies of all Communications and Orders to:
Charles D. Maxwell Arthur J. Brown, Esq.
Morgan Keegan & Company, Inc. Allison W. Harrison, Esq.
50 Front Street Kirkpatrick & Lockhart LLP
Memphis, Tennessee 38103 1800 Massachusetts Avenue, N. W.
Washington, D.C. 20036-1800
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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 questions 1
through 10 of this form and complete verification at the end of
the form.)
2. Name of fund: Morgan Keegan Southern Capital Fund, Inc.
3. Securities and Exchange Commission File No.: 811-04658
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 (include No. and Street, City,
State, Zip Code):
50 Front Street
Memphis, Tennessee 38103
6. Name, address and telephone number of individual the Commission staff
should contact with any questions regarding this form:
Arthur J. Brown, Esq.
Allison W. Harrison, Esq.
Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, N.W.
Washington, D.C. 20036-1800
(202) 778-9000
7. Name, address and telephone number of individual or entity responsible
for maintenance and preservation of fund's records in accordance with
rules 31a-1 and 31a-2 under the Act [17 CFR 270.31a-1, .31a-2]:
Morgan Keegan & Company, Inc.
50 Front Street
Memphis, Tennessee 38103
(901) 524-4100
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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
10. State law under which the fund was organized or formed (e.g., Delaware
or Massachusetts):
The fund was organized as a Maryland corporation.
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:
Morgan Asset Management, Inc.
50 Front Street
Memphis, Tennessee 38103
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
principal underwriters have been terminated:
Morgan Keegan & Company, Inc.
50 Front Street
Memphis, Tennessee 38103
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):
Not Applicable.
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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):
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:
August 21, 2000
If No, explain:
(b) Did the fund obtain approval from the shareholders concerning the
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
October 18, 2000
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:
October 31, 2000
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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 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:
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?
[ ] 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?
(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 (if any) for distributing to, or
preserving the interests of, those shareholders:
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III. ASSETS AND LIABILITIES
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:
(i) Legal expenses: $ 75,425.00
(ii) Accounting expenses: --
(iii) Other expenses: (list and identify separately)
Printing: 3,844.00
Postage: 2,325.00
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(iv) Total expenses (sum of lines (i)-(iii) above): $ 81,594.00
(b) How were those expenses allocated?
Morgan Asset Management, Inc. 50%
Morgan Keegan Southern Capital Fund, Inc. 50%
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(c) Who paid those expenses?
Morgan Asset Management $ 40,797.00
Morgan Keegan Southern Capital Fund, Inc. $ 40,797.00
(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:
VI. MERGERS ONLY
26. (a) State the name of the fund surviving the Merger:
Morgan Keegan Select Capital Growth Fund, a series of Morgan
Keegan Select Fund, Inc.
(b) State the Investment Company Act file number of the fund
surviving the Merger:
811-09079
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(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 number: 811-04658
Form type used: DEFS 14A
Date filed: August 29, 2000
(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 Morgan Keegan Southern Capital Fund, Inc., (ii) he is the
Secretary of Morgan Keegan Southern Capital Fund, 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.
Date: January 4, 2001 /s/ Charles D. Maxwell
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Name: Charles D. Maxwell
Title: Secretary
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