UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-8F
Application for Deregistration of Certain Registered Investment Companies
I. General Identifying Information
1. REASONS FUND IS APPLYING TO DEREGISTER (CHECK ONLY ONE; FOR DESCRIPTIONS,
SEE Instruction I above):
[X] Merger
[ ] Liquidation
[ ] Abandonment of Registration
(Note: Business Development Companies Answer Only questions 1 through
10 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: ESC Strategic Funds, Inc.
3. Securities and Exchange Commission File No: 811-8166
4. Is this an initial Form N-8F or an amendment to a previously filed Form
N-8F?
[X] Initial Application [ ] Amendment
Address of Principal Executive Office (include No. & Street, City, State,
Zip Code):
3435 Steltzer Road
Columbus, Ohio 43219
5. Name, address and telephone number of individual the Commission staff
should contact with any questions regarding this form.
Joseph R. Fleming
Dechert
Ten Post Office Square - South
Boston, Massachusetts 02109-4603
6. 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]:
SunTrust Banks, Inc.
250 Piedmont Ave.
Atlanta, GA 30308
(404) 588-7711
7. Classification of fund (check only one):
[X] Management company;
[ ] Unit investment trust; or
[ ] Face-amount certificate company.
8. Subclassification if the fund is a management company (check only one):
[X] Open-end [ ] Closed-end
9. State law under which the fund was organized or formed (e.g., Delaware,
Massachusetts):
Maryland
10. Provide that 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:
SunTrust Equitable Securities
800 Nashville City Center
Nashville, Tennessee 37219-1743
Equitable Asset Management, Inc.
800 Nashville City Center
Nashville, Tennessee 37219-1743
Westcap Investors, LLC
1111 Santa Monica Blvd.
Suite 820
Los Angeles, California 90025
Brandes Investment Partners, L.P.
12750 High Bluff Drive
San Diego, California 92130
Atlantic Capital Management, LLC
909 East Main Street
Richmond, Virginia 23219
Murray Johnstone International Limited
11 West Nile Street
Glasgow, Scotland G1 2PX
Cincinnati Asset Management, Inc.
11300 Cornell Park Drive
Cincinnati, Ohio 45242
GlobeFlex Capital, L.P.
4365 Executive Drive
Suite 740
San Diego, California 92121
Llama Asset Management Company, L.P.
One McIlroy Plaza
Suite 302
Fayetteville, Arkansas 72701
Blairlogie Capital Management
125 Princes Street
Edinburgh, Scotland EH2 4AD
11. Provide the name and address of each principal underwriter of the fund
during the last five years, event if the fund's contracts with those
underwriters have been terminated:
BISYS Fund Services Limited Partnership
3435 Steltzer Road
Columbus, Ohio 43219
Equitable Securities Corporation
800 Nashville City Center
Nashville, Tennessee 37219-1743
12. 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):
13. 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:
14. (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 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: March 22,
2000
If No, explain:
II. Distributions to Shareholders
15. 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:
March 24 and March 27, 2000
(b) Were the distributions made on the basis of net assets?
[X] Yes [ ] No
(c) Were the distributions made pro rata based on shared 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:
(e) Liquidations only:
Were any distributions to shareholders made in kind?
If Yes, indicate the percentage of fund shares owned by affiliates, or
any other affiliation of shareholders:
16. 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:
17. 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:
18. 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
19. 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 for each asset retained by the fund as of
the dated this form is filed:
(b) Why has the fund retained the remaining assets?
(c) Will the remaining assets be invested in securities?
[ ] Yes [ ] No
20. 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 liabilities:
(b) How does the fund intend to pay these outstanding debts or other
liabilities?
IV. Information About Event(s) Leading to Request for Deregistration
21. (a) List the expenses incurred in connection with the Merger or
Liquidation:
(i) Legal expenses: $42,816.23
(ii) Accounting expenses: $4,350.00
(iii) Other expenses (list and identify separately): printing,
solicitation and related expenses: $24,640.55
(iv) Total expenses (sum of lines (i)-(iii) above): $71,806.78
(b) How were those expenses allocated? The expenses were allocated to each
series of the fund pro rata based on the net assets of each series.
(c) Who paid those expenses? Each series paid its pro rata expenses in an
amount up to the total expenses that the series would have borne under
the expense cap contractually agreed to by the investment adviser of
the fund. The investment adviser bore any expenses that exceeded the
total amount that could be allocated to a series of the fund.
(d) How did the fund pay for unamortized expenses (if any)? N/A
22. 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
23. Is the fund a party to any litigation or administrative proceeding?
[X] Yes [ ] No
If Yes, describe the nature of any litigation or proceeding and the
position taken by the fund in that litigation:
The fund is currently a defendant in a class action lawsuit filed by former
shareholders of ESC Strategic Value Fund (the "Series"), a series of the
fund that was liquidated in early 1999. The crux of the complaint is that
the Series' prospectus and other filings failed to disclose the
circumstances and risks under which the Series might liquidate and that the
Series made misrepresentations about seeking investors for the long term.
The complaint seeks rescission and/or damages in an amount to be proved at
trial, punitive damages and attorney's fees. On September 17, 1999, the
state securities fraud claim, as well as the common law fraud and breach of
implied contract claims, were dismissed with prejudice. Certain federal
securities claims remain pending. The fund has filed a motion for summary
judgment to dismiss the litigation.
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
24. (a) State the name of the fund surviving the Merger: STI Classic Funds
(b) State the Investment Company Act file number of the fund surviving the
Merger: 811-6557
(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. 333-93175
Form Type: N-14
Date Filed: January 31, 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 has executed this Form N-8F
application for an order under section 8(f) of the Investment Company Act of
1940 on behalf of ESC Strategic Funds, Inc., (ii) he is the President of ESC
Strategic Funds, Inc., and (iii) all actions by shareholders, directors, and any
other body necessary to authorized 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/ R. Jeffrey Young
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