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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: THE GRIFFIN FUNDS, INC.
3. Securities and Exchange Commission File No.: 811-07948
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 John T. West
WM Advisors, Inc.
1201 Third Avenue, 22nd Floor
Seattle, WA 98101
6. Name, address and telephone number of individual the Commission staff
should contact with any questions regarding this form:
Brian D. McCabe, Esq. John T. West
Ropes & Gray WM Advisors, Inc.
One International Place 1201 Third Avenue, 22nd Floor
Boston, MA 02110 Seattle, WA 98101
(617) 951-7801; or, (206) 461-8622
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]:
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.
John T. West
WM Advisors, Inc.
1201 Third Avenue, Suite 1400
Seattle, WA 98101
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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 (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.
Griffin Financial Investment Advisers
5000 Rivergrade Road
Irwindale, CA 91706
Payden & Rygel
333 Southbound Avenue, 32nd Floor
Los Angeles, CA 96071
T. Rowe Price
100 East Pratt Street
Baltimore, MD 21202
The Boston Company Asset Management, Inc.
One Boston Place
Boston, MA 02108
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:
WM Funds Distributor, Inc.
1300 21st Street
Sacramento, CA 95814
Griffin Financial Services
5000 Rivergrade Road
Irwindale, CA 91706
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
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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: December
14, 1998
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:
February 26, 1999
If No, explain:
II. DISTRIBUTION 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:
See 16 (d) below.
(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:
On March 5, 1999, the net asset values of the series of the Registrant
and the corresponding series of WM Trust I and WM Trust II yielded the following
exchange ratios:
<TABLE>
<CAPTION>
Acquired Fund NAV Acquiring Fund NAV Exchange Ratio
- ------------- --- -------------- --- --------------
<S> <C> <C> <C> <C>
Griffin Money Market Fund, A 1.00 WM Money Market Fund, A 1.00 1.000000000
Griffin Money Market Fund, B 1.00 WM Money Market Fund, B 1.00 1.000000000
Griffin Tax-Free Money Market Fund, A 1.00 WM Tax-Exempt Money Market Fund, B 1.00 1.000000000
Griffin Tax-Free Money Market Fund, B 1.00 WM Tax-Exempt Money Market Fund, B 1.00 1.000000000
Griffin Short Term Bond Fund, A 10.05 WM Short Term High Quality Bond Fund, A 2.32 4.331896552
Griffin Short Term Bond Fund, B 10.04 WM Short Term High Quality Bond Fund, B 2.32 4.327586207
Griffin U.S. Government Income Fund, A 9.08 WM U.S. Government Securities Fund, A 10.81 0.839962997
Griffin U.S. Government Income Fund, B 9.09 WM U.S. Government Securities Fund, A 10.80 0.841666667
Griffin Municipal Bond Fund, A 9.49 WM Tax-Exempt Bond Fund, A 8.04 1.180348259
</TABLE>
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<TABLE>
<CAPTION>
Acquired Fund NAV Acquiring Fund NAV Exchange Ratio
- ------------- --- -------------- --- --------------
<S> <C> <C> <C> <C>
Griffin Municipal Bond Fund, B 9.49 WM Tax-Exempt Bond Fund, B 8.04 1.180348259
Griffin California Fund, A 8.43 WM California Municipal Bond Fund, A 11.36 0.742077465
Griffin California Fund, B 8.44 WM California Municipal Bond Fund, B 11.36 0.742957746
Griffin Bond Fund, A 8.89 WM Income Fund, A 9.26 0.960043197
Griffin Bond Fund, B 8.88 WM Income Fund, B 9.27 0.957928803
Griffin Growth & Income Fund, A 18.42 WM Growth & Income Fund, A 22.23 0.792940164
Griffin Growth & Income Fund, B 18.36 WM Growth & Income Fund, B 22.93 0.800697776
Griffin Growth Fund, A 18.69 WM Growth Fund, A 23.17 0.806646526
Griffin Growth Fund, B 18.32 WM Growth Fund, B 22.16 0.826714801
</TABLE>
(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 security
holders 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?
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[ ] 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: Approximately $ 850,000.
(ii) Accounting expenses: $ 100,000.
(iii) Other expenses (list and identify separately):
Printing: $ 500,000
Proxy Solicitation: $ 110,000
Registration Fees: $ 150,000
Insurance: $ 50,000
(iv) Total expenses (sum of lines (i)-(iii) above):
Approximately $ 1,760,000.
(b) How were those expenses allocated? To WM Advisors, Inc.
(c) Who paid those expenses? WM Advisors, Inc.
(d) How did the fund pay for unamortized expenses (if any)?
Paid by WM Advisors, Inc.
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
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If Yes, describe the nature and extent of those activities:
VI. MERGERS ONLY
26. (a) State the name of the fund surviving the Merger: WM Trust I and
WM Trust II
(b) State the Investment Company Act file number of the fund surviving
the Merger: 811-00123 and 811-5775, respectively.
(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:
File No. 811-00123, Form N-14, November 2, 1998
File No. 811-5775, Form N-14, November 2, 1998
(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) 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 Griffin Funds, Inc., (ii) he is the Vice President of The
Griffin 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/ John T. West
-----------------------------------------
Vice President
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