As filed with the Securities and Exchange Commission on October 19, 2000.
FORM N-8F
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Application Pursuant to Section 8(f) of the
Investment Company Act of 1940 ("Act")
and Rule 8f-1 Thereunder for Order Declaring
that a Registered Investment Company has Ceased
to be an Investment Company under the Act
GLOBAL SMALL CAP FUND INC.
(Name of Applicant)
File No.: 811-7814
(Securities and Exchange Commission File Number)
51 West 52nd Street
New York, New York 10019-6114
(Address of Principal Executive Office)
Copies of all Communications and Orders to:
Dianne E. O'Donnell, Esq. Arthur J. Brown, Esq.
Mitchell Hutchins Asset Management Inc. Kirkpatrick & Lockhart LLP
1285 Avenue of the Americas 1800 Massachusetts Avenue, N.W.
New York, New York 10019-6028 Washington, D.C. 20036-1800
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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: Global Small Cap Fund Inc.
3. Securities and Exchange Commission File No.: 811-7814
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. and Street, City,
State, Zip Code):
51 West 52nd Street
New York, New York 10019-6114
6. Name, address and telephone number of individual the Commission staff
should contact with any questions regarding this form:
Dianne E. O'Donnell
1285 Avenue of the Americas
New York, New York 10019-6028
(202) 713 2712
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]:
Mitchell Hutchins Asset Management Inc.
51 West 52nd Street
New York, New York 10019-6114
(202) 882 5000
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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 or
Massachusetts):
The fund was organized as a Maryland corporation.
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:
Mitchell Hutchins Asset Management Inc., the fund's investment adviser
from the fund's inception until the fund's reorganization into PaineWebber
Global Equity Fund on January 28, 2000, is located at 51 West 52nd Street,
New York, New York 10019-6114. GE Asset Management Incorporated, the
fund's investment sub-adviser from March 26, 1995 until the fund's
reorganization into PaineWebber Global Equity Fund on January 28, 2000, is
located at 3003 Summer Street, Stamford, Connecticut 06904. Prior to March
26, 1995 the fund did not have an investment sub-adviser.
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
principal underwriters have been terminated:
None.
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):
Not applicable.
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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:
Not applicable.
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: September
9, 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:
January 14, 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: January 27, 2000.
(b) Were the distributions made on the basis of net assets?
[x] Yes [ ] No
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(c) Were the distributions made PRO RATA based on share ownership?
[x] Yes [ ] No
(d) Not applicable.
(e) Not applicable.
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?
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(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: $204,000
------------
(ii) Accounting expenses: $ 5,500
------------
(iii) Other expenses (list and identify separately):
Printing: $ 25,000
Proxy solicitation: $ 16,000
Proxy mailing: $ 400
Shareholder meeting: $ 6,000
------------
(iv) Total expenses (sum of lines (i)-(iii)
above): $256,900
------------
(b) How were those expenses allocated?
To the fund.
(c) Who paid those expenses?
The fund paid $256,900.
(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 Commission's notice and order or,
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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:
PaineWebber Global Equity Fund, a series of PaineWebber
Investment Trust, a Massachusetts business trust.
(b) State the Investment Company Act file number of the fund
surviving the Merger: File No. 811-6292.
(c) If the merger or reorganization agreement has been filed with the
Commission, state the number(s), form type used and date the
agreement was filed: File No. 333-89253, Form N-14, filed on
October 18, 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.
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VERIFICATION
The undersigned states that (i) 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 Global Small Cap Fund Inc., (ii) she is the Vice President and
Secretary of Global Small Cap 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
her knowledge, information and belief.
Date: October 18, 2000 /s/ Dianne E. O'Donnell
-----------------------------
Dianne E. O'Donnell
Vice President and Secretary
Global Small Cap Fund Inc.
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