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As filed with the U.S. Securities and Exchange Commission
on January 29, 1999
Securities Act File No. 033-63653
Investment Company Act File No. 811-07375
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [x]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 5 [x]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [x]
Amendment No. 6 [x]
(Check appropriate box or boxes)
Warburg, Pincus Small Company Value Fund, Inc.
(Exact Name of Registrant as Specified in Charter)
466 Lexington Avenue
New York, New York 10017-3147
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (212) 878-0600
Janna Manes, Esq.
Warburg, Pincus Small Company Value Fund, Inc.
466 Lexington Avenue
New York, New York 10017-3147
(Name and Address of Agent for Service)
Copy to:
Rose F. DiMartino, Esq.
Willkie Farr & Gallagher
787 Seventh Avenue
New York, New York 10019-6099
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Approximate Date of Proposed Public Offering: February 16, 1999
It is proposed that this filing will become effective (check appropriate box):
[ ] immediately upon filing pursuant to paragraph (b)
[ ] on (date) pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[x] on February 16, 1999 pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of Rule 485.
If appropriate, check the following box:
[x] This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
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The Prospectuses and Statement of Additional Information are
incorporated by reference to Post-Effective Amendment No. 4 filed on December 3,
1998.
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PART C
OTHER INFORMATION
Item 23. Exhibits
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Exhibit No. Description of Exhibit
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a(1) Articles of Incorporation.(1)
(2) Articles Supplementary.(2)
(3) Articles of Amendment.(2)
b(1) By-Laws.(1)
(2) Amendment to By-Laws.(3)
(3) Amendment to By-Laws.(4)
c Forms of Share Certificates.(5)
d Form of Investment Advisory Agreement.(6)
e Form of Distribution Agreement.(2)
f Not applicable.
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1 Incorporated by reference to Registrant's Registration Statement on
Form N-1A, filed on October 25, 1995.
2 Incorporated by reference to the corresponding exhibit in
Post-Effective Amendment No. 2 to Registrant's Registration Statement
on Form N-1A, filed on February 20, 1997.
3 Incorporated by reference to Post-Effective Amendment No. 1 to
Registrant's Registration Statement on Form N-1A, filed on July 2,
1996.
4 Incorporated by reference; material provisions of this exhibit
substantially similar to those of the corresponding exhibit to
Post-Effective Amendment No. 8 to Registration Statement on Form N-1A
of Warburg, Pincus Global Fixed Income Fund, Inc. filed on February 17,
1998 (Securities Act File No.
33-36066; Investment Company Act File No. 811-06143).
5 Incorporated by reference; material provisions of this exhibit
substantially similar to those of the corresponding exhibit in
Pre-Effective Amendment No. 2 to the Registration Statement on Form
N-1A of Warburg, Pincus Post-Venture Capital Fund, Inc., filed on
September 22, 1995 (Securities Act File No. 33-61225).
6 Incorporated by reference to the corresponding exhibit in Pre-Effective
Amendment No. 1 to Registrant's Registration Statement on Form N-1A,
filed on December 27, 1996.
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g(1) Form of Custodian Agreement with State Street Bank &
Trust Company.(7)
(2) Form of Custodian Agreement with PNC Bank, National
Association.(8)
h(1) Form of Transfer Agency Agreement.(5)
(2) Forms of Co-Administration Agreements.(5)
(3) Forms of Services Agreements.(7)
i Opinion and Consent of Willkie Farr & Gallagher,
Counsel to the Fund.(9)
j Consent of PricewaterhouseCoopers LLP, Independent
Accountants.(9)
k Not applicable.
l Form of Purchase Agreement.(5)
m(1) Form of Shareholder Servicing and Distribution
Plan.(7)
(2) Form of Distribution Plan.(7)
n Financial Data Schedule relating to Common Shares.(9)
o Form of Rule 18f-3 Plan.(10)
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7 Incorporated by reference; material provisions of this exhibit
substantially similar to those of the corresponding exhibit to the
Registration Statement on Form N-14 of the Warburg, Pincus Major
Foreign Markets Fund, Inc. (formerly known as Warburg, Pincus Managed
EAFE(R) Countries Fund, Inc.) filed on November 5, 1997 (Securities Act
File No. 333-39611).
8 Incorporated by reference; material provisions of this exhibit
substantially similar to those of the corresponding exhibit in
Pre-Effective Amendment No. 1 to the Registration Statement on Form
N-1A of the Warburg, Pincus Trust filed on June 14, 1995 (Securities
Act File No. 33-58125).
9 To be filed by amendment.
10 Incorporated by reference; material provisions of this exhibit
substantially similar to hose of the corresponding exhibit in Post-
Effective Amendment No. 15 to the Registration Statement on Form N-1A
of Warburg, Pincus New York Intermediate Municipal Fund filed on
December 15, 1998.
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Item 24. Persons Controlled by or Under Common Control
with Registrant
From time to time, Warburg Pincus Asset Management, Inc. ("Warburg"),
Registrant's investment adviser, may be deemed to control Registrant and other
registered investment companies it advises through its beneficial ownership of
more than 25% of the relevant fund's shares on behalf of discretionary advisory
clients. Warburg has seven wholly-owned subsidiaries: Counsellors Securities
Inc., a New York corporation; Counsellors Funds Service, Inc., a Delaware
corporation; Counsellors Agency Inc., a New York corporation; Warburg, Pincus
Investments International (Bermuda), Ltd., a Bermuda corporation; Warburg,
Pincus Asset Management International, Inc., a Delaware corporation; Warburg
Pincus Asset Management (Japan), Inc., a Japanese corporation and Warburg Pincus
Asset Management (Dublin) Limited, an Irish corporation.
Item 25. Indemnification
Registrant and officers and directors of Warburg, Counsellors
Securities Inc. ("Counsellors Securities") and Registrant are covered by
insurance policies indemnifying them for liability incurred in connection with
the operation of Registrant. Discussion of this coverage is incorporated by
reference to Item 27 of Part C of Registrant's Registration Statement on Form
N-1A, filed on October 25, 1995.
Item 26. Business and Other Connections of
Investment Adviser
Warburg, a wholly-owned subsidiary of Warburg, Pincus Asset
Management Holdings, Inc., acts as investment adviser to Registrant. Warburg
renders investment advice to a wide variety of individual and institutional
clients. The list required by this Item 26 of officers and directors of Warburg,
together with information as to their other business, profession, vocation or
employment of a substantial nature during the past two years, is incorporated by
reference to Schedules A and D of Form ADV filed by Warburg (SEC File No.
801-07321).
Item 27. Principal Underwriter
(a) Counsellors Securities will act as distributor for
Registrant, as well as for Warburg Pincus Balanced Fund; Warburg Pincus Capital
Appreciation Fund; Warburg Pincus Cash Reserve Fund; Warburg Pincus Central &
Eastern Europe Fund; Warburg Pincus Emerging Growth Fund; Warburg Pincus
Emerging Markets Fund; Warburg Pincus Emerging Markets II Fund; Warburg Pincus
European Equity Fund; Warburg Pincus Fixed Income Fund; Warburg Pincus Global
Fixed Income Fund; Warburg Pincus Global Post-Venture Capital Fund; Warburg
Pincus Global Telecommunications Fund; Warburg Pincus Growth & Income Fund;
Warburg Pincus Health
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Sciences Fund; Warburg Pincus High Yield Fund; Warburg Pincus Institutional
Fund; Warburg Pincus Intermediate Maturity Government Fund; Warburg Pincus
International Equity Fund; Warburg Pincus International Growth Fund; Warburg
Pincus International Small Company Fund; Warburg Pincus Japan Growth Fund;
Warburg Pincus Japan Small Company Fund; Warburg Pincus Long-Short Equity Fund;
Warburg Pincus Long-Short Market Neutral Fund; Warburg Pincus Major Foreign
Markets Fund; Warburg Pincus Municipal Bond Fund; Warburg Pincus New York
Intermediate Municipal Fund; Warburg Pincus New York Tax Exempt Fund; Warburg
Pincus Post-Venture Capital Fund; Warburg Pincus Select Economic Value Equity
Fund; Warburg Pincus Small Company Growth Fund; Warburg Pincus Strategic Global
Fixed Income Fund; Warburg Pincus Strategic Value Fund; Warburg Pincus Trust;
Warburg Pincus Trust II; Warburg Pincus U.S. Core Equity Fund; Warburg Pincus
U.S. Core Fixed Income Fund; Warburg Pincus WorldPerks Money Market Fund and
Warburg Pincus WorldPerks Tax Free Money Market Fund;.
(b) For information relating to each director and officer of
Counsellors Securities, reference is made to Form BD (SEC File No. 15-654) filed
by Counsellors Securities under the Securities Exchange Act of 1934.
(c) None.
Item 28. Location of Accounts and Records
(1) Warburg, Pincus Small Company Value Fund, Inc.
466 Lexington Avenue
New York, New York 10017-3147
(Registrant's Articles of Incorporation, By-Laws and
minute books)
(2) Warburg Pincus Asset Management, Inc.
466 Lexington Avenue
New York, New York 10017-3147
(records relating to its functions as investment
adviser)
(3) Counsellors Funds Service, Inc.
466 Lexington Avenue
New York, New York 10017-3147
(records relating to its functions as
co-administrator)
(4) PFPC Inc.
400 Bellevue Parkway
Wilmington, Delaware 19809
(records relating to its functions as
co-administrator)
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(5) PNC Bank, National Association
Broad and Chestnut Streets
Philadelphia, Pennsylvania 19101
(records relating to its functions as custodian)
(6) Counsellors Securities Inc.
466 Lexington Avenue
New York, New York 10017-3147
(records relating to its functions as distributor)
(7) State Street Bank and Trust Company
225 Franklin Street
Boston, Massachusetts 02110
(records relating to its functions as custodian,
shareholder servicing agent,
transfer agent and dividend disbursing agent)
(8) Boston Financial Data Services, Inc.
2 Heritage Drive
North Quincy, Massachusetts 02171
(records relating to its functions transfer agent
and dividend disbursing agent)
Item 29. Management Services
Not applicable.
Item 30. Undertakings
Not applicable.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended (the "Securities Act"), and the Investment Company Act of 1940, as
amended, the Registrant has duly caused this Amendment to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New York
and the State of New York, on the 29th day of January, 1999.
WARBURG, PINCUS SMALL COMPANY VALUE FUND, INC.
By:/s/ Eugene L. Podsiadlo
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Eugene L. Podsiadlo
President
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated:
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Signature Title Date
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/s/ John L. Furth Chairman of the January 29, 1999
- ---------------------------- Board of Directors
John L. Furth
/s/ Eugene L. Podsiadlo President January 29, 1999
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Eugene L. Podsiadlo
/s/ Howard Conroy Vice President and January 29, 1999
- ---------------------------- Chief Financial
Howard Conroy Officer
/s/ Daniel S. Madden Treasurer and Chief January 29, 1999
- ---------------------------- Accounting Officer
Daniel S. Madden
/s/ Richard N. Cooper Director January 29, 1999
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Richard N. Cooper
/s/ Jack W. Fritz Director January 29, 1999
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Jack W. Fritz
/s/ Jeffrey E. Garten Director January 29, 1999
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Jeffrey E. Garten
/s/ Thomas A. Melfe Director January 29, 1999
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Thomas A. Melfe
/s/ Arnold M. Reichman Director January 29, 1999
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Arnold M. Reichman
/s/ Alexander B. Trowbridge Director January 29, 1999
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Alexander B. Trowbridge
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