Form N-8F
I. General Identifying Information
1. Reason fund is applying to deregister (check only one; for
descriptions, see Instruction 1 above):
[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: Lord Abbett Equity Fund
3. Securities and Exchange Commission File No.: 811-6033
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): 90 Hudson Street, Jersey City, New
Jersey 07302-3973
6. Name, address and telephone number of individual the
Commission staff should contact with any questions regarding
this form:
Christina Simmons, Esq.
Lord, Abbett & Co.
90 Hudson Street
Jersey City, NJ 07302-3973
(201) 395-2264
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]:
Lord, Abbett & Co.
90 Hudson Street,
Jersey City, NJ 07302-3973
(201) 395-2264
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):
[X] Open-end [ ] Closed-end
10. State law under which the fund was organized or formed:
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:
Lord, Abbett & Co.
90 Hudson Street
Jersey city, New Jersey 07302-3973
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:
Lord Abbett Distributor LLC
90 Hudson Street, Jersey City, New Jersey 07302-3973
13. If the fund is a unit investment trust ("UIT") provide:
(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:
March 9, 2000 and May 17, 2000
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
Yes, state the date on which the shareholder vote took place:
May 26, 2000
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:
May 31, 2000
(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:
Lord Abbett Equity Fund ("Equity Fund") transferred all of
its assets to the Lord Abbett Large-Cap Growth Fund ("Large-
Cap Fund") in exchange for new Class A shares of the Large-
Cap Fund, having an aggregate net asset value equal to the
aggregate value of the assets, less liabilities, of the
Equity Fund. The Equity Fund distributed new Class A shares
of the Large-Cap Fund pro rata to its shareholders of record
in exchange for their shares of Equity Fund. The net asset
value of new Class A shares of the Large-Cap Fund was
determined as of May 31, 2000, the Closing Date, in
accordance with the same valuation procedures used by both
Funds.
(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?
(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 expenses incurred in connection with the
Merger or Liquidation:
(i) Legal expenses: $106,974
(ii) Accounting expenses: $7,500
(iii) Other expenses (list and identify separately):
Proxy Solicitation Services: $15,572
(iv) Total expenses (sum of lines (i)-(iii) above):
$130,046
(b) How were those expenses allocated? Expenses of the
merger (reorganization) were borne by Lord, Abbett & Co.
(50%) and by Large-Cap Growth Fund and Lord Abbett
Equity Fund (50%). Allocation between Lord Abbett Large-
Cap Growth Fund and Lord Abbett Equity Fund were based
on net assets.
(c) Who paid those expenses? See 22. (b) above.
(d) How did the fund pay for unamortized expenses (if any)?
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
26. (a) State the name of the fund surviving the Merger:
Lord Abbett Large-Cap Growth Fund
(b) State the Investment Company Act file number of the fund
surviving the Merger: 811-9597
(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:
811-9597
SEC Form N-14
March 1, 2000
(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 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 Lord Abbett
Equity Fund, (ii) he or she is the Vice President and
Assistant Secretary of Lord Abbett Equity Fund 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.
_________________________
Lawrence H. Kaplan
