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?
[ ] Initial Application [X] 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.
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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):
[ ] 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: American Express Asset
Management International Inc., 11th Floor, Dashwood House, 69 Old Broad
Street, London, EC2M1Qs, United Kingdom
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: Lehman Brothers Inc., 3 World Financial
Center, New York, New York 10285
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):
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:
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: November 11,
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: December
15, 1998
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:
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:
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?
[ ] 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. Please also refer to Item 21.
(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)
[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
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?
[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
22. (a) List the expenses incurred in connection with the Merger or
Liquidation:
(i) Legal expenses: Applicant's legal expenses totaled $29,230.
(ii) Accounting expenses: None
(iii)Other expenses (list and identify separately): Applicant's
proxy and related expenses totaled $82,158
(iv) Total expenses (sum of lines (i)-(iii) above): Applicant's
expenses totaled $111,388.
(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.
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
If Yes, describe the nature and extent of those activities:
VI. Mergers Only
26. (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 amended 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 amended Form N-8F application
has been taken. The undersigned also states that the facts set forth in this
amended Form N-8F application are true to the best of his knowledge, infor-
mation, and belief.
(Signature)
By: /s/ MICHAEL C. KARDOK
Michael C. Kardok
Assistant Treasurer
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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 amended 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: January 7, 2000
<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.
By: /s/ MICHARL 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 outstanding 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 ____________).
