UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-8F
APPLICATION FOR DEREGISTRATION OF CERTAIN REGISTERED INVESTMENT COMPANIES.
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I. GENERAL IDENTIFYING INFORMATION
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1. Reason fund is applying to deregister (check only one; for descriptions, see
Instruction 1 above):
[ ] Merger
[ ] Liquidation
[x] 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 Chancellor Targeted Health Care Fund, Inc. (the "Fund")
3. Securities and Exchange Commission File No.: 811-06633
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):
c/o INVESCO, Inc.
1166 Avenue of the Americas
New York, NY 10036
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6. Name, address and telephone number of individual the Commission staff should
contact with any questions regarding this form:
Mark S. Johnson, Esq.
INVESCO, Inc.
1166 Avenue of the Americas
New York, NY 10036
(212) 278-9242
David H. Kanefsky, Esq.
Cadwalader, Wickersham & Taft
100 Maiden Lane
New York, NY 10038
(212) 504-6438
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]:
Mark S. Johnson, Esq.
INVESCO, Inc.
1166 Avenue of the Americas
New York, NY 10036
(212) 278-9242
Note: The Fund never commenced a public offering of its shares nor engaged in
any shareholder activity. Therefore, Fund records only include certain documents
relating to the preparation and filing of registration statements on Forms N-8A,
N-2 and N-8F, and the Fund's subsequent deregistration.
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): 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:
Chancellor Capital Management, Inc
153 East 53rd Street
New York, NY 10022
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Chancellor Capital Management, Inc. (the "Adviser") was the proposed investment
adviser to the Fund. Although the Fund filed a registration statement on Form
N-2 (and an amendment thereto), the Fund did not commence operations and,
therefore, the Fund did not enter into an investment advisory agreement with the
Adviser. Pursuant to a reorganization, INVESCO, Inc. is the successor in
interest to Chancellor Capital Management, Inc.
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. The shares of the Fund were never publicly offered, and
therefore no underwriter was involved with the Fund.
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., a 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: On February 10, 2000,
the sole initial director designated in the Articles of Incorporation of the
Fund, filed in the State of Maryland on August 21, 1990, approved the
Abandonment of Registration pursuant to a written consent.
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?
[ ] Yes [x] No
If Yes, state the date on which the shareholder vote took place:
If No, explain: No shares of the Fund have ever been issued. Therefore, no
shareholders exist to vote on the Abandonment of Registration.
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II. DISTRIBUTIONS TO SHAREHOLDERS
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16. Has the fund distributed any assets to its shareholders in connection with
the Merger or Liquidation?
[ ] Yes [ ] No
(a) If Yes, list the date(s) on which the fund made those distributions:
(b) Were the distributions made on the basis of net assets?
[ ] Yes [ ] No
(c) Were the distributions made pro rata based on share ownership?
[ ] 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 [ ] 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?
[ ] 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 [ ] No
If Yes, describe briefly the plans (if any) for distributing to, or preserving
the interests of, those shareholders:
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III. ASSETS AND LIABILITIES
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20. Does the fund have any assets as of the date this form is filed? (See
question 18 above)
[ ] 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:
(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 [ ] 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
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22. (a) List the expenses incurred in connection with the Merger or Liquidation:
(i) Legal expenses
(ii) Accounting expenses:
(iii) Other expenses (list and identify separately):
(iv) Total expenses (sums of lines (i)-(iii) above):
(b) How were those expenses allocated?
(c) Who paid those expenses?
(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 [ ] 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:
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V. CONCLUSION OF FUND BUSINESS
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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
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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.
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
The Chancellor Targeted Health Care Fund, Inc., (ii) he is the sole initial
director of The Chancellor Targeted Health Care 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 knowledge, information and belief.
/s/ PARAG SAXENA
Parag Saxena
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EXHIBIT A
SECURITIES AND EXCHANGE COMMISSION
Release No. IC- ; 811-6633
The Chancellor Targeted Health Care Fund, Inc.; Notice of Application for
Deregistration on Form N-8F, [date], 2000.
Agency: Securities and Exchange Commission (the "Commission").
Action: Notice of Application for Deregistration under the Investment Company
Act of 1940, as amended (the "1940 Act").
Applicant: The Chancellor Targeted Health Care Fund, Inc. ("Applicant").
Relevant Investment Company Act Section: Section 8(f).
Summary of Application: Applicant seeks an order declaring that it has ceased to
be an investment company under the 1940 Act.
Filing Dates: The application on Form N-8F was filed with the Commission on
February 10, 2000.
Hearing or Notification of Hearing: An order granting the application will be
issued unless the Commission orders a hearing. Interested persons may request a
hearing by writing to the Commission's Secretary at the address below and
serving Applicant with a copy of the request, personally or by mail. Hearing
requests should be received by the Commission by 5:30 p.m. on , 2000, and should
be accompanied by proof of service on Applicant, in the form of an affidavit or,
for lawyers, a certificate of service. Hearing requests should state the nature
of the writer's interest, the reason for the request, and the issues contested.
Persons who wish to be notified of a hearing may request notification by writing
to the Commission's secretary at the address below.
Addresses: Secretary, Securities and Exchange Commission, 450 Fifth Street,
N.W., Washington, D.C. 20549. Applicant, c/o INVESCO, Inc., 1166 Avenue of the
Americas, New York, NY 10036. For further information, contact the Division of
Investment Management, Office of Investment Company Regulation, at (202)
942-0564.
Supplementary Information: Following is a summary of the application; the
complete application is available for a fee from either the Commission's Public
Reference Branch in person or the Commission's commercial copier who can be
contacted at (800) 638-8241 (in Maryland (301) 951-1350).
Applicant's Representations:
Applicant incorporated as a Maryland corporation on August 21, 1990 and is
registered as a closed-end management investment company under the 1940 Act. On
April 15, 1992, Applicant filed with the Commission a notification of
registration on Form N-8A and a registration statement on Form N-2 to register
shares of common stock, par value $.01 per share (the "Common Stock"). An
amendment to such registration statement on Form N-2 was filed on May 4, 1992.
Subsequent to that time, a decision was made to permanently abandon the proposed
public offering of shares of Applicant. Therefore, such registration statement
on Form N-2 was never declared effective.
On February 10, 2000, the sole initial director of Applicant executed a written
consent whereby he approved the deregistration of Applicant under the 1940 Act.
No shares of Applicant have ever been issued. Therefore, no stockholder approval
is necessary for the deregistration of Applicant.
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As of the date of the application, Applicant has no stockholders, assets or
liabilities. Applicant is not a party to any litigation or administrative
proceeding. Applicant presently is not engaged in, nor does it propose to engage
in, any business activities other than those necessary for the winding-up of its
affairs.
