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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?
[ ] Initial Application [x] 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, New Jersey 08536
Tel: 609-282-7770
In addition, until September 30, 1999:
Bear Stearns Funds Management Inc.
575 Lexington Avenue
9th Floor
New York, New York 10022
Tel: 212-272-2093
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
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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
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-______
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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
If Yes, state the date on which the shareholder vote took place:
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
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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 [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
If No,
(a) How many shareholders does the fund have as of the date this form is
filed?
511 record 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
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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,
the Fund has distributed substantially all of its assets to its
shareholders and retained a reserve to cover current and anticipated
liabilities and expenses incurred in connection with its liquidation
and dissolution as well as to cover contingent liabilities. The Fund
filed its Articles of Dissolution with the State Department of
Assessments and Taxation of the State of Maryland and dissolved under
Maryland law on August 2, 1999. By operation of Maryland law, upon
the Fund's filing of its Articles of Dissolution, the Fund's
remaining assets are held in the name of "The United Kingdom Fund
Inc." in trust for the benefit of the Fund's creditors and
shareholders, with the Fund's remaining directors acting as trustees.
On July 28, 1999, the Fund sent liquidating notices (the "Liquidating
Notices") to all of its shareholders that requested shareholders to
prove their interests in the Fund, in accordance with Maryland law.
Shareholders who prove their interest in the Fund will receive one or
more cash payments in exchange for the tendering of their shares. In
accordance with Maryland law, any assets still remaining in the Fund
will be held for remaining creditors and shareholders for a period of
three years after the date of the Liquidating Notices, after which
time all such assets will either (i) be distributed to those
shareholders who have proved their interests or (ii) escheat to the
State of Maryland, which will forever bar and foreclose any future
claims on the assets of the Fund.
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:
Investment in Repurchase Agreement................. $ 634,771
Pound Sterling..................................... 182,632
Dividend Receivable................................ 57,946
Interest Receivable................................ 9,355
Reclaim Receivable................................. 6,443
---------
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
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).
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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
--------
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 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
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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
