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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 (THE
"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 (check only one; for descriptions, see
Instruction 1):
[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:
Pegasus Funds
3. Securities and Exchange Commission File No.: 811-5148
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. & Street, City, State,
Zip Code):
P.O. Box 5142
Westborough, Massachusetts
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6. Name, address and telephone number of individual the Commission staff should
contact with any questions regarding this form:
Maria Markovich, Esq.
Drinker Biddle & Reath LLP
One Logan Square
18th & Cherry Streets
Philadelphia, PA 19103
(215) 988-2826
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 [17 CFR 270.31a-1, .31a-2]:
NBD Bank, 900 Tower Drive, Troy, Michigan 48098 (records relating to its
function as former adviser, custodian and transfer and dividend disbursing
agent).
First of Chicago NBD Investment Management Company, Three First National
Plaza, 70 West Madison, Chicago, Illinois 60670 (records relating to its
function as advisor and co-administrator).
BISYS Fund Services, 3435 Stelzer Road, Columbus, Ohio 43219 (records
relating to its functions as distributor and co-administrator).
Drinker Biddle & Reath LLP, One Logan Square, 18th and Cherry Streets,
Philadelphia, PA 19103-6996 (Registrant's Declaration of Trust, By-Laws and
Minute Books).
First Data Investor Services Group, Inc., 4400 Computer Drive, Westborough,
Massachusetts 01581-5120 (records relating to its function as transfer agent
and dividend disbursing agent).
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
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10. State law under which the fund was organized or formed (e.g., Delaware,
Massachusetts):
Massachusetts
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 Chicago NBD Investment Management Company (Adviser)
Three First National Plaza
Chicago, IL 60670
Federated Investment Counseling (Subadviser)
Federated Investors Tower
Pittsburgh, PA 15222
First Chicago Investment management Company (Co-adviser)
Three First National Plaza
Chicago, IL 60670
NBD Bank (Co-adviser)
611 Woodland Avenue
Detroit, MI 48226
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:
BISYS Fund Services
3435 Stelzer Road
Columbus, OH 43219-3035
First of Michigan Corporation (Co-distributor)
100 Renaissance Center
26th Floor
Detroit, MI 48243
Essex National Securities, Inc. (Co-distributor)
215 Gateway Road West
Napa, CA 94558
Concord Financial Group, Inc. (Distributor)
3435 Stelzer Road
Columbus, OH 43219-3035
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13. If the fund is a unit investment trust ("UIT") provide:
N/A
(a) Depositors' 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 (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:
January 12, 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:
The shareholder vote occurred on March 17, 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?
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[X] Yes [ ] No
(a) If Yes, list the date(s) on which the fund made those distributions:
March 11, 1999 (ex-date of capital gains)
March 17, 1999 (ex-date of an ordinary distribution)
March 22, 1999 (first closing)
March 29, 1999 (second closing)
(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:
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?
None
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(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)
[ ] Yes [X] No
If Yes,
21. (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
22. 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?
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IV. INFORMATION ABOUT EVENT(S) LEADING TO REQUEST FOR DEREGISTRATION
23. (a) List the expenses incurred in connection with the Merger or
Liquidation:
(i) Legal expenses:
See attached Schedule A.
(ii) Accounting expenses:
See attached Schedule A.
(iii) Other expenses (list and identify separately):
See attached Schedule A.
(iv) Total expenses (sum of lines (i)-(iii) above):
See attached Schedule A.
(b) How were those expenses allocated?
See answer to (c).
(c) Who paid those expenses?
Pegasus Funds and the One Group were each responsible for their own
expenses in connection with the Reorganization. However, Banc One
Investment Advisors Corporation assumed the costs of proxy
solicitations. Pegasus Funds paid a retirement benefit of $60,000 to
each of its Trustees who did not become a One Group Trustee. Banc One
Investment Advisors agreed to reimburse Pegasus Funds for in the
amount of the retirement benefits.
(d) How did the fund pay for unamortized expenses (if any)?
Pegasus Funds paid unamortized expenses as current expenses.
24. 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 number 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:
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V. CONCLUSION OF FUND BUSINESS
25. 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:
26. 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
27. (a) State the name of the fund surviving the Merger:
The One Group(R)
(b) State the Investment Company Act file number of the fund surviving the
Merger:
811-4236
(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:
The plan of reorganization was filed on January 19, 1999 as part of Pegasus
Funds' definitive proxy statement on Form N-14. The file number was 811-
5148.
(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) he has executed this Form N-8F
application for an order under section 8(f) of the Investment Company Act of
1940, as amended, on behalf of the Pegasus Funds, (ii) he is the Chairman of
Pegasus Funds, 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: 11/8/99 /s/ Mark Redman
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Mark Redman
Vice President
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PROPOSED NOTICE
PEGASUS FUNDS; NOTICE OF APPLICATION
INVESTMENT COMPANY ACT OF 1940
RELEASE NO. IC-____________; FILE NO. 811-____
DATE: _________________, 1999
TEXT:
AGENCY: Securities and Exchange Commission ("SEC")
ACTION: Notice of application for deregistration under the Investment Company
Act of 1940, as amended (the "1940 Act").
APPLICANT: Pegasus Funds ("Applicant").
RELEVANT 1940 ACT SECTION: Order requested under Section 8(f).
SUMMARY OF APPLICATION: Applicants request an order declaring that it has
ceased to be an investment company under the 1940 Act.
FILING DATE: The application was filed on _______________, 1999.
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 serving Applicant with a copy of
the request, personally or by mail. Requests for a hearing should be received
by the SEC by 5:30 p.m. on ______________, 1999, and should be accompanied by
proof of service on Applicant, in the form of an affidavit or, for lawyers, a
certificate of service. Requests for a hearing should state the nature of the
writer's interest, the reason for the request, and the issues contested.
Persons may request notification of a hearing by writing to the SEC's Secretary.
ADDRESSES: Secretary, Securities and Exchange Commission, 450 Fifth Street,
N.W., Washington, D.C. 20549. Applicant, c/o W. Bruce McConnel, III, Esq.,
Drinker Biddle & Reath LLP, One Logan Square, 18th & Cherry Streets,
Philadelphia, Pennsylvania 19103.
FOR FURTHER INFORMATION CONTACT: __________________, Staff Attorney at (202)
942-_____, or _________________, Branch Chief, at (202) 942-_____, (Division of
Investment Management, Office of Investment Company Regulation).
SUPPLEMENTARY INFORMATION: The following is a summary of the application. The
complete application may be obtained for a fee at the SEC'S Public Reference
Branch.
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APPLICANTS' REPRESENTATIONS:
1. Applicant is an open-end management investment company organized as a
Massachusetts business trust. Applicant registered under Section 8(a) on May
11, 1987 and filed a Registration Statement on Form N-1A on May 11, 1987
pursuant to Section 8(b) of the 1940 Act.
2. At meetings of the Board of Trustees of the Applicant held on August 13,
September 28, October 30, November 5, November 18, November 23 and December 16,
1998 and January 12, 1999, the Board determined that the proposed Agreement and
Plan of Reorganization (the "Reorganization Agreement") by and between the
Applicant and The One Group (R) ("One Group") providing for (1) the transfer of
substantially all of the assets and liabilities of the Pegasus Money Market
Fund, Pegasus Treasury Money Market Fund, Pegasus Municipal Money Market Fund,
Pegasus Managed Assets Conservative Fund, Pegasus Managed Assets Balanced Fund,
Pegasus Managed Assets Growth Fund, Pegasus Equity Income Fund, Pegasus Growth
Fund, Pegasus Intrinsic Value Fund, Pegasus Growth and Value Fund, Pegasus
Equity Index Fund, Pegasus Intermediate Bond Fund, Pegasus Short Bond Fund,
Pegasus Multi Sector Bond Fund, Pegasus High Yield Bond Fund and Pegasus
Intermediate Municipal Bond Fund (collectively, the "Reorganizing Pegasus
Portfolios") and the Pegasus Michigan Municipal Money Market Fund, Pegasus Cash
Management Fund, Pegasus Treasury Cash Management Fund, Pegasus Treasury Prime
Cash Management Fund, Pegasus U.S. Government Securities Cash Management Fund,
Pegasus Municipal Cash Management Fund, Pegasus Mid-Cap Opportunity Fund,
Pegasus Small-Cap Opportunity Fund, Pegasus Market Expansion Index Fund, Pegasus
International Equity Fund, Pegasus Bond Fund, Pegasus Municipal Bond Fund,
Pegasus Short Municipal Bond Fund and Pegasus Michigan Municipal Bond Fund
(collectively, the "Continuing Pegasus Portfolios") to the One Group Prime Money
Market Fund, One Group U.S. Treasury Securities Money Market Fund, One Group
Municipal Money Market Fund, One Group Investor Balanced Fund, One Group
Investor Growth & Income Fund, One Group Investor Growth Fund, One Group Income
Equity Fund, One Group Large Company Growth Fund, One Group Disciplined Value
Fund, One Group Value Growth Fund, One Group Equity Index Fund, One Group
Intermediate Bond Fund, One Group Limited Volatility Bond Fund, One Group Income
Bond Fund, One Group High Yield Bond Fund and One Group Intermediate Tax-Free
Bond Fund (collectively, the "Existing One Group Funds") and the One Group
Michigan Municipal Money Market Fund, One Group Cash Management Money Market
Fund, One Group Treasury Cash Management Money Market Fund, One Group Treasury
Prime Cash Management Money Market Fund, One Group U.S. Government Securities
Cash Management Money Market Fund, One Group Municipal Cash Management Money
Market Fund, One Group Diversified Mid Cap Fund, One Group Small Cap Value Fund,
One Group Market Expansion Index Fund, One Group Diversified International Fund,
One Group Bond Fund, One Group Tax-Free Bond Fund, One Group Short-Term
Municipal Bond Fund and One Group Michigan Municipal Bond Fund (collectively,
the "New One Group Funds"), and (2) the distribution of such Existing One Group
Fund and New One Group Fund shares to shareholders of the Pegasus Portfolios
according to their respective interests in liquidation of such Funds (the
transactions in (1) and (2) are hereinafter collectively called the
"Reorganization") was in the best interests of the shareholders of the
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Applicant. At the January 12, 1999 meeting, the Board also approved the holding
of a Special Shareholders Meeting to approve or disapprove the Reorganization
Agreement and the transactions contemplated thereby.
3. Under the Reorganization Agreement (1) the assets and liabilities of the
Pegasus Money Market Fund would be transferred to the One Group Prime Money
Market Fund; (2) the assets and liabilities of the Pegasus Treasury Money Market
Fund would be transferred to the One Group U.S. Treasury Securities Money Market
Fund; (3) the assets and liabilities of the Pegasus Municipal Money Market Fund
would be transferred to the One Group Municipal Money Market Fund; (4) the
assets and liabilities of the Pegasus Managed Assets Conservative Fund would be
transferred to the One Group Investor Balanced Fund; (5) the assets and
liabilities of the Pegasus Managed Assets Balanced Fund would be transferred to
the One Group Investor Growth and Income Fund; (6) the assets and liabilities of
the Pegasus Managed Assets Growth Fund would be transferred to the One Group
Investor Growth Fund; (7) the assets and liabilities of the Pegasus Equity
Income Fund would be transferred to the One Group Income Equity Fund (to be
renamed Equity Income Fund upon Reorganization); (8) the assets and liabilities
of the Pegasus Growth Fund would be transferred to the One Group Large Company
Growth Fund (to be renamed large Cap Growth fund upon Reorganization); (9) the
assets and liabilities of the Pegasus Intrinsic Value Fund would be transferred
to the One Group Disciplined Value Fund (to be renamed Mid Cap Value Fund upon
Reorganization); (10) the assets and liabilities of the Pegasus Growth and Value
Fund would be transferred to the One Group Value Growth Fund (to be renamed
Diversified Equity Fund upon Reorganization); (11) the assets and liabilities of
the Pegasus Equity Index Fund would be transferred to the One Group Equity Index
Fund; (12) the assets and liabilities of the Pegasus Intermediate Bond Fund
would be transferred to the One Group Intermediate Bond Fund; (13) the assets
and liabilities of the Pegasus Short Bond Fund would be transferred to the One
Group Limited Volatility Bond Fund (to be renamed Short-Term Bond Fund upon
Reorganization); (14) the assets and liabilities of the Pegasus Multi Sector
Bond Fund would be transferred to the One Group Income Bond Fund; (15) the
assets and liabilities of the Pegasus High Yield Bond Fund would be transferred
to the One Group High Yield Bond Fund; (16) the assets and liabilities of the
Pegasus Intermediate Municipal Bond Fund would be transferred to the One Group
Intermediate Tax-Free Bond Fund; (17) the assets and liabilities of the Pegasus
Michigan Municipal Money Market Fund would be transferred to the One Group
Michigan Municipal Money Market Fund; (18) the assets and liabilities of the
Pegasus Cash Management Money Market Fund would be transferred to the One Group
Cash Management Money Market Fund; (19) the assets and liabilities of the
Pegasus Treasury Cash Management Fund would be transferred to the One Group
Treasury Cash Management Money Market Fund; (20) the assets and liabilities of
the Pegasus Treasury Prime Cash Management Fund would be transferred to the One
Group Treasury Prime Cash Management Money Market Fund; (21) the assets and
liabilities of the Pegasus U.S. Government Securities Cash Management Fund would
be transferred to the One Group U.S. Government Securities Cash Management Money
Market Fund; (22) the assets and liabilities of the Pegasus Municipal Cash
Management Fund would be transferred to the One Group Municipal Cash Management
Money Market Fund; (23) the assets and liabilities of the Pegasus Mid-Cap
Opportunity Fund would be transferred to the One Group Diversified Mid Cap Fund;
(24) the assets and liabilities of the Pegasus Small-Cap Opportunity
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Fund would be transferred to the One Group Small Cap Value Fund; (25) the assets
and liabilities of the Pegasus Market Expansion Index Fund would be transferred
to the One Group Market Expansion Index Fund; (26) the assets and liabilities of
the Pegasus International Equity Fund would be transferred to the One Group
Diversified International Fund; (27) the assets and liabilities of the Pegasus
Bond Fund would be transferred to the One Group Bond Fund; (28) the assets and
liabilities of the Pegasus Municipal Bond Fund would be transferred to the One
Group Tax-Free Bond Fund; (29) the assets and liabilities of the Pegasus Short
Municipal Bond Fund would be transferred to the One Group Short-Term Municipal
Bond Fund; and (30) the assets and liabilities of the Pegasus Michigan Municipal
Bond Fund would be transferred to the One Group Michigan Municipal Bond Fund.
4. Preliminary copies of a Notice of Special Meeting of Shareholders, Proxy
Statement and forms of Proxy for the Pegasus Portfolios were filed by the
Applicant with the SEC on December 17, 1998 pursuant to Rule 14a-6(b) under
Securities Exchange Act of 1934, as amended (the "1934 Act"), and definitive
copies of each such materials were filed by the Applicant with the SEC pursuant
to Rule 14a-6(b) under the 1934 Act on January 19, 1999. Such materials were
mailed to shareholders of each Pegasus Portfolio on January 19, 1999. The
Reorganization Agreement dated as of January 12, 1999 were approved by the
shareholders of each Pegasus Portfolio at a special meeting held on March 17,
1999.
5. On March 22, 1999 and March 29, 1999 pursuant to the terms of the
Reorganization Agreement, all of the assets and known liabilities of the Pegasus
Portfolios were transferred to the Existing One Group Funds and New One Group
Funds Portfolios in exchange for shares of the Existing One Group Funds and New
One Group Funds. Applicant thereafter made a liquidating distribution to
shareholders of the Reorganizing Pegasus Portfolios and Continuing Pegasus
Portfolios of a like number of full and fractional shares of the existing One
Group Funds and New One Group Funds. The New One Group Funds had only nominal
assets and liabilities immediately prior to the transactions.
6. Pegasus Funds and The One Group were each responsible for their own
expenses in connection with the Reorganization. However, Banc One Investment
Advisors Corporation assumed the costs of proxy solicitations. Pegasus Funds
paid a retirement benefit of $60,000 to each of its Trustees who did not become
a One Group Trustee. Banc One Investment Advisors agreed to reimburse Pegasus
Funds the amount of retirement benefits paid to former trustees.
7. Applicant has retained no assets. Applicant has no outstanding debts or
liabilities. Applicant is not currently a party to any litigation or
administrative proceeding. As of the date of this filing, Applicant has no
securityholders. Applicant is not now engaged, nor does it propose to engage,
in any business activities other than those necessary for the winding up of its
affairs. Applicant has no securityholders to whom distributions in complete
liquidation has not been made. Applicant intends to file the necessary
documentation with the Commonwealth of Massachusetts to effect its dissolution
as a Massachusetts business trust.
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For the SEC, by the Division of Investment Management, pursuant to
delegated authority.
----------------------------------------
Jonathan G. Katz
Secretary
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SCHEDULE A
PEGASUS/ONE GROUP MERGER
TOTAL MERGER RELATED COSTS
Total Actual
Estimated Cost of the Pegasus Proxy Expenses
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Legal (Drinker Biddle & Reath) 270,170
Legal (Ropes & Gray) 175,029
Printing Proxy Statement 227,628
Printing Red Herring 290,550
Printing additional One Group Prospectuses 79,932
EDGAR & Filing 4,730
Freight 52,198
Shareholder Communication Corp. 239,899
ADP 480,317
PricewaterhouseCoopers 22,550
Arthur Anderson 19,750
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Total 1,862,751
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