As filed with the Securities and Exchange Commission on June 20, 2000.
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
FIRST INVESTORS HIGH YIELD FUND, INC.
(Name of Applicant)
File No.: 811-4674
(Securities and Exchange Commission File Number)
95 Wall Street
New York, NY 10005
(Address of Principal Executive Office)
Copies of all Communications and Orders to:
Larry R. Lavoie, Esq. Robert J. Zutz, Esq.
First Investors Management Company, Inc. Kirkpatrick & Lockhart LLP
95 Wall Street 1800 Massachusetts Avenue, N.W.
New York, NY 10005 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: First Investors High Yield Fund, Inc.
3. Securities and Exchange Commission File No.: 811-4674
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):
95 Wall Street
New York, NY 10005
6. Name, address and telephone number of individual the Commission staff
should contact with any questions regarding this form:
Richard H. Kirk, Esq.
Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, N.W.
Washington, D.C. 20036-1800
(202) 778-9362
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]:
First Investors Management Company, Inc.
95 Wall Street
New York, NY 10005
and
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Administrative Data Management Corp.
581 Main Street
Woodbridge, NJ 07095-1198
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 is 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:
First Investors Management Company, Inc., the fund's investment
adviser, is located at 95 Wall Street, New York, NY 10005.
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:
First Investors Corporation, the fund's principal underwriter, is located
at 95 Wall Street, New York, NY 10005.
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)?
[x] Yes [ ] No
If Yes, for each UIT state:
Name(s): First Investors Periodic Payment Plans for Investment in First
Investors High Yield Fund, Inc.
File No.: 811-2564
Business Address: 95 Wall Street
New York, NY 10005
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: October
21, 1999
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:
February 25, 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:
March 14, 2000
(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
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(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:
Not applicable.
17. Closed-end funds only:
Has the fund issued senior securities?
[ ] Yes [ ] No
If Yes, describe the method of calculating payments to senior security
holders and distributions to other shareholders:
Not Applicable.
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:
III. Assets and Liabilities
20. Does the fund have any assets as of the date this form is filed?
(See question 18 above)
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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 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: $31,114
(ii) Accounting expenses: 4,000
Other expenses (list and identify separately):
Postage and Printing: 32,829
Proxy Solicitation: 1,693
Total expenses (sum of lines (i)-(iii) above): $69,636
(b) How were those expenses allocated?
First Investors Management Company, Inc. 1.29%
First Investors High Yield Fund, Inc. 29.30%
First Investors Fund For Income, Inc. 69.41%
(c) Who paid those expenses?
First Investors Management Company, Inc. $899
First Investors High Yield Fund, Inc. $20,404
First Investors Fund For Income, Inc. $48,333
(d) How did the fund pay for unamortized expenses (if any)?
First Investors Fund For Income, Inc. assumed all liabilities of
First Investors High Yield Fund, Inc.
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23. Has the fund previously filed an application for an order of the
Commission regarding the Merger or Liquidation?
[x] Yes [ ] 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:
Investment Company Act Release No. 24329 (March 7, 2000) (Order)
Investment Company Act Release No. 24282 (February 9, 2000) (Notice)
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:
First Investors Fund For Income, Inc.
(b) State the Investment Company Act file number of the fund
surviving the Merger:
811-2107
(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: 333-92061
Form type used: N-14/A
Date filed: January 13, 2000
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(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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VERIFICATION
The undersigned states that (i) she has executed this Form N-8F
application for an order under section 8(f) of the Investment Company Act of
1940 on behalf of First Investors High Yield Fund, Inc., (ii) she is the
Secretary of First Investors High Yield 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 her knowledge, information and belief.
Date: June 19, 2000 /s/ C. Durso
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Name: Concetta Durso
Title: Secretary
