UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-8F
Application for Deregistration of Registered Investment Company
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 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 First Philippine Fund Inc. (the "Fund")
3. Securities and Exchange Commission File No.: 811-05902
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):
575 Madison Avenue
New York, New York 10022
6. Name, address and telephone number of individual the Commission staff
should contact with any questions regarding this form:
William H. Bohnett
Fulbright & Jaworski L.L.P.
666 Fifth Avenue
New York, New York 10103
(212) 318-3318
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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]:
Leopoldo M. Clemente, Jr.
The First Philippine Fund Inc.
575 Madison Avenue
New York, New York 10022
(212) 605-0486
David J. Castaldi
PFPC Inc.
103 Bellevue Parkway
Wilmington, Delaware 19809
(302) 791-1879
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,
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:
Clemente Capital, Inc.
575 Madison Avenue
New York, New York 10022
PNB Investments Limited
2/F PNB Financial Center
Pres. Diosdado P. Macapagal Boulevard
Pasay City, Philippines 1300
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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:
Not applicable.
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
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:
March 27, 2003
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:
June 11, 2003
If No, explain:
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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:
July 29, 2003
(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 9,732,600 shares of its common stock outstanding.
On June 18, 2003 (the "Effective Date" of the Plan of
Liquidation), the Fund had 177 shareholders of record and an
undetermined number of beneficial owners.
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(b) Describe the relationship of each remaining shareholder to the
fund:
Shareholders of record on the Effective Date are entitled to
receive all liquidating distributions on a pro rata basis.
19. Are there any shareholders who have not yet received distributions in
complete liquidation of their interests?
[X] Yes [ ] No
If Yes, describe briefly the plans (if any) for distributing to, or
preserving the interests of, those shareholders:
On July 29, 2003 the Fund made its first liquidating distribution of
$24,526,152 on a pro rata basis to all shareholders of record on the
Effective Date. Such distribution amounts to approximately 95% of the
current net assets of the Fund. The Fund plans to hold the remaining
amount of $1,200,000 in cash as a reserve pending final disposition of
a lawsuit against the Fund. The Fund intends to make a second and final
liquidating distribution as soon as practicable.
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) Describe the type and amount of each asset retained by the fund as
of the date this form is filed:
Cash, $1,200,000
(b) Why has the fund retained the remaining assets?
As a reserve pending final disposition of a lawsuit
against the Fund.
(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:
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$403,500 in cash for final expenses, consisting of
the following: legal/litigation ($140,000), transfer
agent ($25,000), administration ($40,000),
miscellaneous ($125,000), insurance ($48,500) and
auditing ($25,000).
(b) How does the fund intend to pay these outstanding debts or other
liabilities?
From amounts allocated for final expenses.
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: $46,984.56
(ii) Accounting expenses: $ 0.00
(iii) Other expenses (list and identify separately):
Proxy Solicitation $33,042.85
Special Board Meetings $ 2,000.00
Printing $ 4,162.00
Shareholder Mailings $ 8,926.26
(iv) Total expenses (sum of lines (i)-(iii) above): $95,115.67
(b) How were those expenses allocated?
The expenses above were allocated on a pro rata basis.
(c) Who paid those expenses?
All of the expenses were paid by the Fund.
(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, 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?
[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 a defendant in a purported class action lawsuit
entitled Walter S. Baer, on behalf of himself and all others similarly
situated, v. The First Philippine Fund Inc. (Index No. 2002-122369)
which was filed on October 10, 2002 in the Supreme Court of the State
of New York, County of New York. Plaintiff alleges that there was a
purported agreement between the Fund and "plaintiff and all other Fund
shareholders" that, if certain conditions were met, "the Fund would
take timely action to allow shareholders to realize NAV for their
shares." Plaintiff claims that, among other things, he and the other
class members are entitled to specific performance of this alleged
agreement.
The Fund believes that the lawsuit is without merit and has
contested the litigation. The Fund has made a motion to dismiss the
lawsuit. In a court hearing on July 7, 2003, Judge Gammerman indicated
that such motion to dismiss would be granted. The Fund is awaiting the
court's written decision.
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 Investment Company Act 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(s), form type used and
date the agreement was filed:
(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 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 First Philippine Fund Inc., (ii) he is the President of
The First Philippine 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
his knowledge, information and belief.
Date: August 4, 2003
/s/ Leopoldo M. Clemente, Jr.
Name: Leopoldo M. Clemente, Jr.
Title: President