SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
September 30, 1999
FORM N-8F
APPLICATION FOR DEREGISTRATION FILED PURSUANT TO SECTION 8(f)
OF THE INVESTMENT COMPANY ACT OF 1940
The undersigned investment company hereby applies to the Securities and
Exchange Commission for an order of deregistration under and pursuant to the
provisions of Section 8(f) of the Investment Company Act of 1940 (the "Act") and
in connection with such application for deregistration submits the following
information:
OVERLAND EXPRESS FUNDS, INC.
Name
111 Center Street
Little Rock, AR 72201
Address of Principal Business Office (No. & Street, City, State Zip Code)
Telephone Number (including area code): (800) 643-9691
Name and address of agent for service of process:
Richard H. Blank, Jr.
Stephens Inc.
111 Center Street, Suite 300
Little Rock, AR 72201
With a copy to:
Robert M. Kurucza, Esq.
Marco E. Adelfio, Esq.
Morrison & Foerster LLP
2000 Pennsylvania Ave., N.W., #5500
Washington, D.C. 20006
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I. General Identifying Information
1. Reason fund is applying to deregister:
[ X ] Merger
[ ] Liquidation
[ ] Abandonment of Registration
[ ] Election of status as a Business Development Company
2. Name of fund: Overland Express Funds, Inc.
3. Securities and Exchange Commission File No.: 811-8275
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):
111 Center Street, Little Rock, AR 72201
6. Name, address and telephone number of individual the Commission staff
should contract with any questions regarding this form:
Janis E. Fonda, Esq.
Morrison & Foerster LLP
2000 Pennsylvania Avenue, N.W.
Suite 5500
Washington, D.C. 20006
(202) 887-1537
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]:
Wells Fargo Bank, N.A. Stephens Inc.
525 Market Street 111 Center Street, #300
San Francisco, CA 94105 Little Rock, AR 72201
1-800-222-8222 1-800-643-9691
8. Classification of fund:
[X] Management company; [ ] Unit investment trust; or
[ ] Face-amount certificate company.
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9. Subclassification if the fund is a management company:
[X] Open-end [ ] Closed-end
10. State law under which the fund was organized or formed:
Maryland
11. Name and address of each investment adviser of the fund
(including sub-advisers) during the last five years:
Wells Fargo Bank, N.A. 525 Market Street
(Adviser) San Francisco, CA 94105
Barclay Global Fund Advisors 45 Fremont Street
(Sub-Adviser to Overland Index San Francisco, CA 94105
Allocation Fund only)
12. Name and address of each principal underwriter of the fund during the
last five years:
Stephens Inc.
111 Center Street
Little Rock, AR 72201
13. Not Applicable.
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
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
Date on which the board vote took place:
July 23, 1997
(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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Date on which the shareholder vote took place:
November 20, 1997
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) Date on which the fund made those distributions:
December 12, 1997
(b) Were the distributions made on the basis of net assets?
[ ] Yes [X] No
(c) Were the distributions made pro rata based on share ownership?
[ ] Yes [X] 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:
Overland Fund Corresponding Stagecoach Fund Exchange Ratio
Overland Small Cap Strategy Stagecoach Small Cap Fund
Fund
Class A Shares Class A Shares 0.69721936
Class D Shares Class C Shares 0.69679054
Overland Strategic Growth Stagecoach Aggressive (Strategic)
Fund Growth Fund
Class A Shares Class A Shares 0.69721936
Class D Shares Class C Shares 0.69679054
Overland California Tax-Free Stagecoach California Tax-Free
Bond Fund Bond Fund
Class A Shares Class A Shares 0.95571302
Class D Shares Class C Shares 1.22415291
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Overland Fund Corresponding Stagecoach Fund Exchange Ratio
Overland Municipal Income Stagecoach National Tax-Free
Fund Fund
Class A Shares Class A Shares 0.95571302
Class D Shares Class C Shares 1.22415291
Overland U.S. Government Stagecoach Ginnie Mae (U.S.
Income Fund Government Income) Fund
Class A Shares Class A Shares 0.95041322
Class D Shares Class C Shares 1.31902985
Overland California Tax-Free Stagecoach California Tax-
Money Market Fund Free Market Mutual Fund
Class A Shares Class A Shares 1.00
Class D Shares Class C Shares 1.00
Overland Money Market Fund Stagecoach Prime Money Market
Mutual Fund
Class A Shares Class A Shares 1.00
Institutional Class Administrative Class
Shares Shares 1.00
Overland National Tax-Free Stagecoach National Tax-Free
Institutional Money Market Money Market Mutual Fund-
Fund Institutional Class Shares 1.00
Overland U.S. Treasury Money Stagecoach Treasury Money
Market Fund Market Mutual Fund
Class A Shares Class A Shares 1.00
Institutional Class Administrative Class
Shares Shares 1.00
Overland Index Allocation Stagecoach Index Allocation
Fund Fund*
Class A Shares Class A Shares 1.00
Class D Shares Class C Shares 1.00
Overland Short-Term Government Stagecoach Short-Term
Corporate Income Fund Government-Corporate Income
Fund* 1.00
Overland Short-Term Municipal Stagecoach Short-Term
Income Fund Municipal Income Fund* 1.00
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Overland Fund Corresponding Stagecoach Fund Exchange Ratio
Overland Variable Rate Stagecoach Variable Rate
Government Fund Government Fund*
Class A Shares Class A Shares 1.00
Class D Shares Class C Shares 1.00
Overland Sweep Fund Overland Express Sweep Fund 1.00
On December 12, 1997, all of the properties and assets of the
Applicant were valued and subsequently conveyed to the
corresponding portfolios of Stagecoach Funds, Inc. (the "Acquiring
Series"). Shareholders of Applicant received shares of the
corresponding Acquiring Series equal in value to their shares in
complete liquidation and dissolution of Applicant.
(e) Not Applicable.
17. Not Applicable.
18. Has the fund distributed all of its assets to the fund's shareholders?
[X] Yes [ ] No
19. Are there any shareholders who have not yet received distributions
in complete liquidation of their interests?
[ ] Yes [X] No
III. Assets and Liabilities
20. Does the fund have any assets as of the date this form is filed?
[ ] Yes [X] 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
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: $104,221.53
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(ii) Accounting expenses: N/A
(iii) Other expenses (list and identify separately):
Shareholder Reports $319,006.33
Registration $ 3,462.95
(iv) Total expenses (sum of lines (i)-(iii) above): $426,690.81
(b) How were those expenses allocated?
Pursuant to Section 20 of the Consolidation Agreement, each of
Applicant's Portfolios and the corresponding portfolios of the
Acquiring Series were liable for their respective expenses
incurred in connection with entering into and carrying out the
provisions of the Consolidation Agreement. The expenses payable by
Applicant included: (i) fees and expenses of counsel and
independent accountants incurred in collection with the
Consolidation; (ii) all fees and expenses related to the
liquidation of the Applicant; (iii) fees and expenses of Applicant
custodian and transfer agent incurred in connection with the
Consolidation; and (iv) any special pricing fees associated with
the valuation of the portfolios of Applicant. The expenses payable
by the corresponding portfolios of the Acquiring Series included:
(i) fees and expenses of counsel and independent accountants
incurred in connection with the Consolidation; (ii) expenses
associated with Preparing the Agreement and Plan of Consolidation
and preparing and filing each Registration Statement under each
1933 Act covering the Acquiring Series Shares to be issued in the
Consolidation; (iii) registration and qualification fees and
expenses of preparing and filing such forms as were necessary
under applicable state securities laws to qualify the Acquiring
Series Shares to be issued in connection with the Consolidation;
(iv) any fees and expenses of the Acquiring Series, custodian and
transfer agent incurred in connection with the Consolidation; (v)
any special pricing fees associated with the valuation of the
Acquiring Series portfolios; and (vi) fees and expenses of
preparing and filing N-14.
(c) Who paid those expenses?
The Administrator of the Acquiring Series paid the
above-described expenses.
(d) How did the fund pay for unamortized expense (if any)? N/A
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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V. Conclusion of Fund Business
24. Is the fund a party to any litigation or administrative proceeding?
[ ] Yes [X] No
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
VI. Mergers Only
26. (a) State the name of the fund surviving the Merger:
Stagecoach Funds, Inc.
(b) State the Investment Company Act file number of the fund surviving
the Merger:
811-6419
(c) The Agreement and Plan of Consolidation was filed with the
Commission on September 3, 1997 on Form N-14, File # 333-34873.
(d) Not applicable.
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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 on behalf of Overland Express Funds, Inc., (ii) he is the Secretary and
Treasurer of Overland Express Funds, 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.
/s/ Richard H. Blank, Jr.
Richard H. Blank, Jr.
