Form N-8F
I. General Identifying Information
1. Reason fund is applying to deregister:
[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: Real Silk Investments, Incorporated
3. Securities and Exchange Commission File No.: 811-01788.
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): 445 North Pennsylvania Street, Suite 500, Indianapolis,
Indiana 46204.
6. Name, address and telephone number of individual the Commission
staff should contact with any questions regarding this form: Jeffrey B. Bailey,
Leagre Chandler & Millard LLP, 1400 First Indiana Plaza, 135 N. Pennsylvania
Street, Indianapolis, Indiana 46204-2415, (317) 808-3000.
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 [17CFR 270.31a-1, .31a-2]: Paul A. Hilstad,
Vice President and Secretary, Lord Abbett Affiliated Fund, Inc., 767 Fifth
Avenue, New York, New York 10153-0203.
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):
[ ] Open-end [x] Closed-end
10. State law under which the fund was organized or formed (e.g.,
Delaware, Massachusetts): Indiana
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: Not Applicable
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:
(a) Depositor's name(s) and address(es): Not Applicable
(b) Trustee's name(s) and address(es): 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
If Yes, for each UIT state:
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:
June 4, 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:
December 3, 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: December 15, 1999.
(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?
[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:
___54.05_______________. The exchange ratio was calculated on the
basis of relative net asset value per share of Real Silk
Investments, Incorporated and Lord Abbett Affiliated Fund, Inc. as
of December 14, 1999.
(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 [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?
[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):
[ ] 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 expense incurred in connection with the Merger or
Liquidation:
(i) Legal expenses: $ 305,000
(ii) Accounting expenses: $ 30,000
(iii) Other expenses: $1,025,000
(iv) Total expenses
sum of lines (i)-(iii) above):$1,330,000
(c) How were those expenses allocated? Not Allocated
(d) Who paid those expenses? Real Silk Investments, Inc.
(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 Commissions' 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
26. (a) State the name of the fund surviving the Merger: Lord Abbett
Affiliated Fund, Inc.
(b) State the Investment Company Act file number of the fund
surviving the Merger: 811-00005.
(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 Agreement and Plan of Merger dated
July 8, 1999, was filed as Exhibit 4 to Form N-14, file number
2-10638, dated August 23, 1999, and to Form N-14/A, file number
333-85751, dated October 19, 1999.
(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.
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 Real Silk Investments, Incorporated, (ii) he is the Vice
President of Real Silk Investments, Incorporated, 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.
____________________________
Jeremy D. Efroymson, Vice President
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