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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-8F
Application for Deregistration of Certain Registered Investment Companies.
I. General Identifying Information
1. Reason fund is applying to deregister (check only one; for descriptions,
see Instruction 1 above):
[ ] Merger
[x] 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 United Kingdom Fund Inc.
3. Securities and Exchange Commission File No.: 811-05184
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):
The United Kingdom Fund Inc.
c/o Merrill Lynch Asset Management
800 Scudders Mill Road
Legal Advisory - 2A
Plainsboro, NJ 08536
Tel: 609-282-7770
6. Name, address and telephone number of individual the Commission staff
should contact with any questions regarding this form:
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Philip Welt
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
Tel. No.: 212-450-4730
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]:
NOTE: Once deregistered, a fund is still required to maintain and preserve
the records described in rules 31a-l and 3la-2 for the periods specified in
those rules.
The United Kingdom Fund Inc.
c/o Merrill Lynch Asset Management
800 Scudders Mill Road
Plainsboro, NJ 08536
Tel: 609-282-7770
In addition, until September 30, 1999:
Bear Stearns Fund Management Inc.
575 Lexington Avenue
9th Floor
New York, New York 10022
Attention: Frank Maresca
With respect to stock ownership and stock transfer records:
The Bank of New York
101 Barclay Street, 12 West
New York, New York 10286
Tel: 1-800-432-8224
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):
[ ] Open-end [x] Closed-end
10. State law under which the fund was organized or formed (e.g., Delaware,
Massachusetts):
Maryland
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:
Mercury Asset Management International Ltd.
33 King William Street
London EC4R 9AS
England
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Mercury Asset Management International Channel Islands Ltd.
Forum House
Grenville Street
St. Helier, Jersey JE4 8RL
Channel Islands
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:
Not Applicable
13. If the fund is a unit investment trust ("UIT") provide:
Not Applicable
(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 (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 28, 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
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If Yes, state the date on which the shareholder vote took :
April 14, 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:
On June 18, 1999, the Fund distributed substantially
all of its assets.
(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 [x] 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 [x] 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?
[ ] Yes [x] No
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If No,
(a) How many shareholders does the fund have as of the date this form
is filed?
516 record shareholders
Approximately 2800 beneficial shareholders
(b) Describe the relationship of each remaining shareholder to the fund:
Each shareholder currently remains a shareholder of
the Fund and, after proving her interest in the
Fund, will be entitled to the Fund's remaining
assets, after the Fund has paid all liabilities, in
proportion to the shareholder's share ownership.
19. Are there any shareholders who have not yet received distributions in
complete liquidation of their interests?
[x] Yes [ ] No
If Yes, describe briefly the plans (if any) for distributing to, or
preserving the interests of, those shareholders:
In accordance with the Fund's plan of liquidation and dissolution, on
June 18, 1999, substantially all of the Fund's assets were
distributed to the shareholders of record on April 26, 1999. The Fund
has retained a reserve to cover remaining current and anticipated
liabilities and expenses in connection with its liquidation and
dissolution as well as to cover contingent liabilities. After the
Fund files its Articles of Dissolution with the State Department of
Assessments and Taxation of the State of Maryland and dissolves under
Maryland law, the Fund will send liquidating notices to all
shareholders requesting them to prove their interests in the Fund, in
accordance with Maryland law, and will distribute the remaining
assets, in one or more cash payments, to its shareholders who have
proved their interests, reserving a share of assets for those
shareholders who have not proved their interests and any amount
estimated to discharge any remaining liabilities. Not earlier than
three years after the date of the liquidating notice, the Fund will
make a final distribution of all remaining assets, if any, to those
shareholders who have proved their interests. After three years from
the date of the liquidating notice, the interest of any shareholder
who has not proved her interest is forever barred and foreclosed.
III. Assets and Liabilities
20. Does the fund have any assets as of the date this form is filed? (See
question 18 above)
[x] Yes [ ] No
If Yes,
(a) Describe the type and amount of each asset retained by the
fund as of the date this form is filed:
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Investment in Repurchase Agreement ..... $634,771
Pound Sterling ......................... 182,632
Dividend Receivable .................... 57,946
Interest Receivable .................... 9,355
Reclaim Receivable ..................... 6,443
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Total $891,147
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(b) Why has the fund retained the remaining assets?
The Fund has retained these assets to cover current
and anticipated liabilities and expenses in
connection with its liquidation and dissolution as
well as to cover any contingent liabilities.
(c) Will the remaining assets be invested in securities?
[X] 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?
[X] Yes [ ] No
If Yes,
(a) Describe the type and amount of each debt or other liability:
As of July 1, 1999, the Fund had the following outstanding
liabilities:
Insurance Fees ....................... $ 45,000
Legal Fees ........................... 40,913
Investment Management Fees ........... 19,418
Directors' Fees and Expenses ......... 18,375
Reports and Notices to Shareholders .. 16,741
Transfer Agent's Fees and Expenses ... 10,711
Audit Fees ........................... 10,000
Administration Fees .................. 7,770
Custodian's Fees and Expenses ........ 4,435
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Miscellaneous Expenses................ 3,987
--------
Total ....... $177,350
========
(b) How does the fund intend to pay these outstanding debts or other
liabilities?
The Fund will use its remaining assets to pay its
outstanding liabilities. See the Fund's response to
question 20(b).
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:
$91,918
(ii) Accounting expenses:
$1,000
(iii) Other expenses (list and identify separately):
Proxy Solicitation.......................... $30,031
Printing.................................... 19,623
Portfolio Transactions...................... 8,424
Miscellaneous............................... 2,650
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Total $60,728
=======
(iv) Total expenses (sum of lines (i)-(iii) above):
$153,646
(b) How were those expenses allocated?
Liquidation expenses were estimated based upon
amounts invoiced in connection with liquidation and
dissolution and upon discussions with the Fund's
various creditors. These expenses were then deducted
from the Fund's net assets.
(c) Who paid those expenses?
The Fund has paid for and will continue to pay for all expenses
incurred in
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connection with its liquidation and dissolution.
(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
Not Applicable
26. (a) State the name of the fund surviving the Merger:
(b) State the Investment Company Act file number of the fund surviving the
Merger: 811-______
(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:
(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 or 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 The United Kingdom Fund Inc., (ii) he or she is the President
of The United Kingdom 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 or her knowledge, information and belief.
Signature:
/s/ Stephen M.M. Miller
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Stephen M.M. Miller, President
