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. Reason fund is applying to deregister (check only one; for descriptions, see
Instruction 1 above):
[ ] Merger
[X] Liquidation
[ ] Abandonment of Registration (Note: Abandonments of Registration
answer only questions 1 through 16, 25 and 26 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 11 of this
form and complete verification at the end of the form.)
2. Name of fund: Latin America Smaller Companies Fund, Inc.
3. Securities and Exchange Commission File No.: 811-07197
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): 101 Federal Street, 6th Floor, Boston, Massachusetts, 02110
6. Name, address, and telephone number of individual the Commission staff should
contact with any questions regarding this form: Christopher Howe (telephone
number (617) 535-0527), c/o First Data Investor Services Group, Inc., Mail Stop
610, 101 Federal Street, Boston, Massachusetts, 02110
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]: Same as above
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.
<PAGE>
9. Subclassification if the fund is a management company (check only one):
[ ] Open-end [X] Closed-end
10. Date the fund filed a notification of registration under section 8(a) of the
Act [15 U.S.C. 80a-8(a)]: July 11, 1994
11. State law under which the fund was organized or formed (e.g., Delaware,
Massachusetts): Maryland
12. Provide the name and address of each investment adviser of the fund
(including subadvisers) during the last five years, even if the fund's contracts
with those advisers have been terminated: American Express Asset Management
International Inc., 11th Floor, Dashwood House, 69 Old Broad Street, London,
EC2M1Qs, United Kingdom
13. 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: Lehman Brothers Inc., 3 World Financial Center, New York,
New York 10285
14. 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):
15. 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:
16. (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: November 11, 1998
If No, explain:
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(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: December 15,
1998
If No, explain:
II. Distributions to Shareholders
17. 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:
February 18, 1999 and August 24, 1999
(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.
(e) Liquidations only:
Were any distributions to shareholders made in kind?
[ ] Yes [X] No
If Yes, indicate the percentage of fund shares owned by affiliates, or any other
affiliation of shareholders:
18. 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:
<PAGE>
19. Has the fund distributed all of its assets to the fund's shareholders?
[ ] Yes [X] No
If No,
(a) How many shareholders does the fund have as of the date this form is
filed? The fund has no shareholders.
(b) Describe the relationship of each remaining shareholder to the fund:
20. 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
21. Does the fund have any assets as of the date this form is filed?
[X] Yes [ ] No
If Yes,
(a) Described the type and amount of each asset retained by the fund as of
the date this form is filed: The fund has a cash balance of $18,100 as
of October 8, 1999.
(b) Why has the fund retained the remaining assets? The fund has retained
the remaining assets in order to pay outstanding liabilities.
(c) Will the remaining assets be invested in securities?
[ ] Yes [X] No
22. 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?
[X] Yes [ ] No
If Yes,
(a) Describe the type and amount of each debt or other liability: $9,750
fee payable to Toyo Trust for transfer agency services; $1,000 fee
payable to ADP for processing dividend files; $3,500 fee payable to
First Data Investor Services Group, Inc. for August distribution; $600
fee payable to Investor Communications for printing; and $3,250 for
other liquidation expenses.
(b) How does the fund intend to pay these outstanding debts or other
liabilities? The fund will pay these outstanding liabilities with the
remaining cash in the fund.
IV. Information About Event(s) Leading to Request For Deregistration
23. (a) List the expenses incurred in connection with the Merger or
Liquidation:
(i) Legal expenses: Please see attached exhibit A
(ii) Accounting expenses: Please see exhibit A
(iii) Other expenses (list and identify separately): Please see exhibit A
(iv) Total expenses (sum of lines (i)-(iii) above): Please see exhibit A
(b) How were those expenses allocated? The expenses were charged to net
assets of the fund prior to liquidation.
(c) Who paid those expenses? The expenses were paid by the fund.
(d) How did the fund pay for unamortized expenses (if any)? They were
charged to net assets of the fund prior to liquidation. Unamortized
organization costs allocable to seed shares were reduced from
liquidation payment on seed shares.
24. Did the fund file an application for an order of the Commission regarding
the Merger or Liquidation?
[X] 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: To be included
V. Conclusion of Fund Business
25. 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:
26. 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:
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VI. Mergers Only
27. (a) State the name of the fund surviving the Merger:
(b) State the 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 and date the agreement was filed:
(d) If the merger or reorganization agreement has not been filed with the
Commission, attached 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 Latin America Smaller Companies Fund, Inc., (ii) he is the Assistant
Treasurer of Latin America Smaller Companies 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 has 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.
(Signature)
/s/ MICHAEL C. KARDOK
Michael C. Kardok
<PAGE>
AUTHORIZATION RESPECTING APPLICATION
Pursuant to Rule 0-2 of the General Rules and Regulations under the
Investment Company Act of 1940, as amended, Latin America Smaller Companies
Fund, Inc. (the "Applicant") declares that this Application is signed by Michael
C. Kardok, Assistant Treasurer of the Applicant, pursuant to the general
authority vested in him as such by the Applicant's Articles of Incorporation and
By-Laws and by the resolution of the Applicant's Directors dated November 11,
1998 (as attached hereto).
Latin America Smaller Companies Fund, Inc.
By: /s/ MICHAEL C. KARDOK
Michael C. Kardok
Assistant Treasurer
Dated: November 23, 1999
<PAGE>
CERTIFICATION
The undersigned hereby certifies that he is the duly elected Assistant
Treasurer of Latin America Smaller Companies Fund, Inc. (the "Applicant"); that,
with respect to the attached application (the "Application"), all actions
necessary to authorize the execution and filing of the Application under the
Articles of Incorporation and By-Laws of the Applicant have been taken and the
person signing and filing the Application on behalf of the Applicant is fully
authorized to do so; and that the Directors of the Applicant adopted the
following resolutions at a meeting of the Board of Directors of the Applicant
held on November 11, 1998 in accordance with the By-Laws of the Applicant:
RESOLVED: That the Directors hereby authorize the appropriate officers of
the Fund to liquidate and terminate the Fund, having determined in the
exercise of their reasonable business judgement, that the continuation of
the Fund is not in the best interests of the Fund or its shareholders; and
further
RESOLVED: That the Plan of Dissolution, Liquidation and Termination of the
Fund, in the form presented at this Meeting be, and hereby is, approved;
and further
RESOLVED: That the appropriate officers of the Fund be, and they hereby
are, authorized to take all action as they, or any of them, in his or her
sole discretion, may determine to be necessary or appropriate to effectuate
(i) the deregistration of the Fund under the Investment Company Act of
1940, as amended, including the filing of a Form N-8F with the Securities
and Exchange Commission and (ii) the dissolution of the Fund, including
establishing the record date for the Liquidation Date, notification to the
New York Stock Exchange and Osaka Stock Exchange and the execution and
filing of the Articles of Dissolution with the Maryland State Department of
Assessments and Taxation as appropriate to reflect the dissolution of the
Fund; and further
RESOLVED: That the appropriate officers of the Fund, acting individually or
jointly as may be required for regulatory purposes, be, and they hereby
are, authorized to take all actions and execute all documents necessary to
dissolve and deregister the Fund for federal, state and tax law purposes;
and further
RESOLVED: That the appropriate officers of the Fund be, and they hereby
are, authorized and empowered to execute and deliver all instruments and
documents and to do any and all other acts, in the name of the Fund and on
its behalf, as they, or any of them, in his or her sole discretion, may
determine to be necessary or appropriate to carry out the intents and
purposes of the foregoing votes, the execution of such instruments and
documents or the taking of such actions to be deemed conclusive evidence of
said officer's authority; and further
RESOLVED: That there be, and hereby are, adopted such further votes as are
necessary to effect the intents and purposes of the preceding votes; and
such votes are to be annexed to these minutes and shall be deemed to be
adopted as if fully set forth herein.
The undersigned also hereby certifies that the shareholders of the
Applicant adopted the following resolution at a Special Meeting of Shareholders
of the Applicant held on December 15, 1998 in accordance with the By-Laws of the
Applicant:
RESOLVED: That the plan of complete liquidation and dissolution of the
Fund, be, and the same hereby is, ratified, approved and confirmed.
/s/ MICHAEL C. KARDOK
Michael C. Kardok
Assistant Treasurer
Dated: November 23, 1999
<PAGE>
STATEMENT OF GROUNDS FOR APPLICATION
Applicant's Representations:
1. On July 11, 1994, Applicant filed a Notification of Registration on Form
N-8A to register under the Investment Company Act of 1940, as amended, as a
closed-end, diversified management investment company. On July 11, 1994,
Applicant filed a Registration Statement on Form N-2 pursuant to the
Securities Act of 1933. Applicant is organized as a Maryland corporation.
2. The Board of Directors of Applicant, including the Directors who are not
interested persons, unanimously approved the liquidation at a Meeting of
the Board of Directors held on November 11, 1998. Applicant's shareholders
approved the liquidation at a Special Meeting of Shareholders held on
December 15, 1998.
3. On February 18, 1999 and August 24, 1999, the Applicant distributed its
assets to shareholders of the Applicant. The Applicant distributed $5.92
and $0.015, respectively, for each share of common stock issued and
outstanding.
4. As of the date of filing of this application, Applicant has no shareholders
and no assets other than those necessary to pay oustanding liabilities.
Applicant is not a party to any litigation or administrative proceeding.
Applicant is not engaged in, nor does it propose to engage in, any business
activities other than those necessary to wind up its affairs. Applicant
intends to file the appropriate notice of termination with the Office of
the Secretary of the State of Maryland to terminate its existence.
<PAGE>
FORM OF NOTICE
INVESTMENT COMPANY ACT OF 1940
[Release No. IC--- / , 1999]
Latin America Smaller Companies Fund, Inc.
Action: Notice of Application for Deregistration under the Investment Company
Act of 1940, as amended (the "1940 Act").
Relevant 1940 Act Sections: Application filed pursuant to Section 8(f) of the
1940 Act and Rule 8f-1 thereunder.
Summary of Application: Applicant seeks an order declaring that it has ceased to
be an investment company.
Filing Date: The original application was filed on November 23, 1999.
Hearing or Notification of Hearing: If no hearing is ordered, the application
will be granted. An order granting the application will be issued unless the
Securities and Exchange Commission (the "SEC") orders a hearing. Interested
persons may request a hearing by writing to the SEC's Secretary and serving
Applicant with a copy of the request, personally or by mail. Hearing requests
should be received by the SEC by 5:30 p.m. on ______________, 1999, and should
be accompanied by proof of service on the Applicant, in the form of an
affidavit, or for lawyers, a certificate of service. Hearing requests should
state the nature of the request, and the issues contested. Persons who wish to
be notified of a hearing may request notification by writing to the SEC's
Secretary.
Addresses: Secretary, Securities and Exchange Commission, 450 Fifth Street,
N.W., Washington, D.C. 20549; Applicant, c/o First Data Investor Services Group,
Inc., Attn: Christopher Howe, 101 Federal Street, BOS610, Boston, Massachusetts
02110.
For Further Information Contact: ______________, Financial Analyst, (202)
____________, or ______________, Branch Chief, (202) ____________ (Office of
Investment Company Regulation).
Supplement Information: The following is a summary of the application, the
complete application is available for a fee from either the SEC's Public
Reference Branch in person, or the SEC's commercial copier ____________ (in
Maryland ____________).
<PAGE>
Exhibit A - Liquidation Expenses
Company Description Legal Accounting Other Total
Anderson Legal expenses - $335 $335
Mori 02/99
Toyo Trust Mail liquidation $1,604 $1,604
payment
Toyo Trust Process liquidation $5,111 $5,111
payment
Anderson Legal expenses - $4,922 $4,922
Mori 12/98 & 01/99
Business Press release $225 $225
Wire
FDISG Liquidation fee $15,000 $15,000
Swidler Legal expenses $3,973 $3,973
Berlin
Bowne Print proxy $1,513 $1,513
ADP Mail proxy $173 $173
Toyo Trust Mail proxy $1,844 $1,844
Marriott Shareholder $1,692 $1,692
Hotel meeting
ADP Proxy $162 $162
ADP Print proxy $5,546 $5,546
ADP Proxy fee $3,398 $3,398
FDISG Proxy fee $2,500 $2,500
Asian Securi- Print proxy $2,790 $2,790
ties Printing
Swidler Legal expenses $20,000 $20,000
Berlin
Toyo Trust Process liquidation $9,750 $9,750
payment
Boston Equi- Liquidation fee $22,500 $22,500
serve
ADP Restore files $1,000 $1,000
Investor Com- Mailings $600 $600
munications
FDISG Coordinate $3,500 $3,500
distribution
Other costs $3,250 $3,250
Total costs $29,230 $82,158 $111,388
